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Filing Details

Accession Number:: 0001193125-16-510470
Form Type:: 13D Filing
Publication Date:: 2016-03-18 16:56:06

Filed By:: Madrona Venture Fund Iv, Lp
Company:: Maxpoint Interactive Inc. (NYSE:MXPT)
Filing Date:: 2016-03-18
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Madrona Venture Fund IV	5,064,124	5,064,124	5,064,124	19.40%
Madrona Venture Fund IV-A	5,064,124	5,064,124	5,064,124	19.40%
Madrona Investment Partners IV	5,064,124	5,064,124	5,064,124	19.40%
Madrona IV General Partner	5,064,124	5,064,124	5,064,124	19.40%
Alberg, Tom A	5,064,124	5,064,124	5,064,124	19.40%
Goodrich, Paul B	5,064,124	5,064,124	5,064,124	19.40%
Jacobson, Scott	5,064,124	5,064,124	5,064,124	19.40%
Jordan, Len	5,064,124	5,064,124	5,064,124	19.40%
McIlwain, Matt	5,064,124	5,064,124	5,064,124	19.40%
Porter, Tim	5,064,124	5,064,124	5,064,124	19.40%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

MaxPoint Interactive, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

57777M 102

(CUSIP Number)

Madrona IV General Partner

999 Third Avenue, Suite 3400

Seattle, Washington 98104

(206) 674-3000

Attn: Troy Cichos

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 26, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 57777M 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Madrona Venture Fund IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,064,124
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,064,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,064,124
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.40%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 2


CUSIP No. 57777M 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Madrona Venture Fund IV-A, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,064,124
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,064,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,064,124
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.40%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 3


CUSIP No. 57777M 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Madrona Investment Partners IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,064,124
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,064,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,064,124
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.40%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 4


CUSIP No. 57777M 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Madrona IV General Partner, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,064,124
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,064,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,064,124
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.40%
14	TYPE OF REPORTING PERSON (See Instructions) PN

Page 5


CUSIP No. 57777M 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Alberg, Tom A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,064,124
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,064,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,064,124
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.40%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 6


CUSIP No. 57777M 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Goodrich, Paul B.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,064,124
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,064,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,064,124
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.40%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 7


CUSIP No. 57777M 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jacobson, Scott
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,064,124
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,064,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,064,124
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.40%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 8


CUSIP No. 57777M 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jordan, Len
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,064,124
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,064,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,064,124
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.40%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 9


CUSIP No. 57777M 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) McIlwain, Matt
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,064,124
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,064,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,064,124
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.40%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 10


CUSIP No. 57777M 102


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Porter, Tim
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,064,124
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,064,124
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,064,124
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.40%
14	TYPE OF REPORTING PERSON (See Instructions) IN

Page 11

Item 1.

Security and Issuer

This statement relates to the common stock, par value $0.00005 (the Common Stock), of MaxPoint Interactive, Inc., a Delaware corporation (the Issuer) having its principal executive offices at 3020 Carrington Mill Blvd., Suite 300, Morrisville, NC 27560.

Item 2.

Identity and Background

(a) This statement is being filed jointly by (1) Madrona Venture Fund IV, LP (MVF IV); (2) Madrona Venture Fund IV-A, LP (MVF IV-A); (3) Madrona Investment Partners IV, LP (MIP IV), which is the sole general partner of MVF IV and MVF IV-A; (4) Madrona IV General Partner, LLC (MGP), which is the sole general partner of MIP IV; (5) Tom A. Alberg (Alberg); (6) Paul B. Goodrich (Goodrich); (7) Scott Jacobson (Jacobson); (8) Len Jordan (Jordan); (9) Matthew S. McIlwain (McIlwain); and (10) Tim Porter (Porter and, together with Alberg, Goodrich, Jacobson, Jordan and McIlwain, collectively, the Managing Directors and each individually, a Managing Director). Each of the individuals and entities above shall be referred to herein individually as Reporting Person and collectively as the Reporting Persons.

(b) The business address of each of the Reporting Persons is 999 Third Avenue, Suite 3400, Seattle, WA 98104.

(c) The principal business of MVF IV and MVF IV-A is to invest and assist in developmental and emerging businesses located principally in the United States. The principal business of MIP is to act as the general partner of MVF IV and MVF IV-A. The principal business of MGP is to act as the general partner of MIP. The principal business of each of the Managing Directors is to act as managing directors of MGP and a number of affiliated partnerships with similar businesses.

(d) During the five years prior to the date hereof, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the five years prior to the date hereof, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, and which judgment, decree or final order was not subsequently vacated.

(f) Each of MVF IV, MVF IV-A and MIP IV is a Delaware limited partnership. MGP is a Delaware limited liability company. Each of the Managing Directors is a United States citizen.

Item 3.

Source and Amount of Funds or Other Considerations

MVF IV and MVF IV-A acquired an aggregate of 4,505,326 shares of Common Stock upon conversion of shares of the Issuers preferred stock immediately prior to the closing of the Issuers initial public offering.

MVF IV and MVF IV-A acquired an aggregate of 558,799 shares of Common Stock in open market transactions after the Issuers initial public offering. The total amount paid by MVF IV and MVF IV-A for these securities is $4,945,197. The working capital of MVF IV and MVF IV-A was the source of the funds for these purchases. No part of the purchase price paid by these entities was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of Common Stock described above.

Page 12

Item 4.

Purpose of Transaction

MVF IV and MVF IV-A acquired the Common Stock reported herein for investment purposes. Depending on market conditions, the continuing evaluation of the business and prospects of the Issuer and other factors, MVF IV and MVF IV-A and other Reporting Persons may dispose of or acquire additional shares of Common Stock. Len Jordan is a director of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in any of the matters listed in Items 4(a)-(j) of Schedule 13D.

Item 5.

Interest in Securities of the Issuer

(a) The aggregate percentage of shares of Common Stock reported beneficially owned by each person named herein is determined in accordance with the SEC rules and is based on 26,100,302 shares of the Issuers Common Stock outstanding as of November 2, 2015. As of the date hereof, the Reporting Persons beneficially owned shares of Common Stock as follows:


Name of Beneficial Owner	Number of Shares of Common Stock Owned		Percent of Common Stock
Madrona Venture Fund IV, L.P.		4,938,266		18.92	%
Madrona Venture Fund IV-A, L.P.		125,858		0.48	%
Total		5,064,124		19.40	%

MIP, as the sole general partner of MVF IV and MVF IV-A, may be deemed to beneficially own the shares held by MVF IV and MVF IV-A. MGP, as the sole general partner of MIP, may be deemed to beneficially own the shares held by MVF IV and MVF IV-A. Each of the Managing Directors may be deemed to share the power to direct the disposition and vote of the shares held by MVF IV and MVF IV-A. Each Reporting Person disclaims beneficial ownership of all securities except for the shares, if any, held by such Reporting Person.

(b) In addition to the description set forth above in Item 5(a), see the cover pages of this statement for indications of the respective voting powers and disposition powers of the Reporting Persons.

(c) Each of the Reporting Persons reports that neither it, nor to its knowledge, any other person named in Item 2 of this statement, has effected any transactions in Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Page 13

Item 6.

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

MVP IV and MVP IV-A are parties to that certain Amended and Restated Investors Rights Agreement, dated December 12, 2011, which is attached as an exhibit to the Issuers registration statement on Form S-1 filed on February 3, 2015 and incorporated by reference herein. Effective as of the closing of the Issuers initial public offering, the covenants related to inspection and information rights set forth in Section 3 of that agreement were terminated. Pursuant to that agreement, MVF IV and MVF IV-A have certain registration rights with respect to their shares of Common Stock.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1 Agreement of Joint Filing

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 16, 2016	MADRONA VENTURE FUND IV, LP

	By:	Madrona Investment Partners IV, LP its General Partner

	By:	Madrona IV General Partner, LLC, its General Partner

	By	/s/ Troy Cichos
	Its Authorized Signatory

Date: February 16, 2016	MADRONA VENTURE FUND IV-A, LP

	By:	Madrona Investment Partners IV, LP
		its General Partner

	By:	Madrona IV General Partner, LLC,
		its General Partner

	By	/s/ Troy Cichos
	Its Authorized Signatory

Page 14


Date: February 16, 2016	MADRONA INVESTMENT PARTNERS IV, LP

	By:	Madrona IV General Partner, LLC, its General Partner

	By	/s/ Troy Cichos
	Its Authorized Signatory

Date: February 16, 2016	MADRONA IV GENERAL PARTNER, LLC

	By	/s/ Troy Cichos
	Its Authorized Signatory

Date: February 16, 2016	/s/ Tom A. Alberg
	Tom A. Alberg

Date: February 16, 2016	/s/ Paul B. Goodrich
	Paul B. Goodrich

Date: March 2, 2016	/s/ Scott Jacobson
	Scott Jacobson

Date: February 16, 2016	/s/ Len Jordan
	Len Jordan

Date: March 2, 2016	/s/ Matthew S. McIlwain
	Matthew S. McIlwain

Date: February 16, 2016	/s/ Tim Porter
	Tim Porter

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).