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

Page 7 of 9 – SEC Filing

The transactions in Common Stock effected by the Reporting Persons
since those reported in the Schedule 13D filed by the Reporting Persons on August 16, 2016 are set out in Exhibit 1 hereto.

No person other than Discovery
Equity Partners
is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to read in its
entirety as follows:

There are no contracts,
arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other
person with respect to any securities of the Company other than the governing documents of Discovery Group and Discovery Equity
Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the
Reporting Persons
with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with
respect to this Amendment No. 3 included as Exhibit 2 to this Amendment No. 3, and the Powers of Attorney granted by Messrs.
Donoghue and Murphy with respect to reports under Section 13 of the Securities Exchange Act of 1934, as amended, which Powers of
Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 3.

Item 7. Material to Be Filed as Exhibits
Exhibit 1:            List of transactions effected by the Reporting Persons in the Company’s Common Stock since those reported in the Schedule 13D filed by the Reporting Persons on August 16, 2016.
Exhibit 2:            Joint Filing Agreement dated as of August 30, 2016, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
Exhibit 3:            Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
Exhibit 4:            Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.

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