Tubemogul Inc (TUBE): Discovery Group Buys More Shares of Struggling Advertiser

Page 6 of 9 – SEC Filing

Item 1.	Security and Issuer
	This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of TubeMogul, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 1250 53rd Street, Suite 2, Emeryville, CA 94608. This Amendment No. 3 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on September 4, 2015, as amended by Amendment No. 1 thereto filed by the Reporting Persons with respect to the Company on June 15, 2016, and as amended by Amendment No. 2 thereto filed by the Reporting Persons with respect to the Company on August 16, 2016 (as so amended, the “Schedule 13D”). All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D. Except as amended by this Amendment No. 3, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 3.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows: The total purchase price for the 3,071,251 shares of Common Stock beneficially owned by the Reporting Persons as of August 29, 2016 was approximately $37,957,486. The source of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.

Item 5.	Interest in Securities of the Issuer
	Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows: The information concerning percentages of ownership set forth below is based on 36,220,676 shares of Common Stock outstanding as of August 1, 2016 in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. Discovery Equity Partners beneficially owns 3,071,251 shares of Common Stock as of August 29, 2016, which represents 8.5% of the outstanding Common Stock. Discovery Group beneficially owns 3,071,251 shares of Common Stock as of August 29, 2016, which represents 8.5% of the outstanding Common Stock. Mr. Donoghue beneficially owns 3,071,251 shares of Common Stock as of August 29, 2016, which represents 8.5% of the outstanding Common Stock. Mr. Murphy beneficially owns 3,071,251 shares of Common Stock as of August 29, 2016, which represents 8.5% of the outstanding Common Stock.. Discovery Group is the sole general partner of Discovery Equity Partners.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by Discovery Equity Partners.