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Filing Details

Accession Number:: 0001209191-14-041070
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2014-06-12 19:30:14
Reporting Period:: 2014-06-05

Filing Date:: 2014-06-12
Accepted Time:: 2014-06-12 19:30:14
Original Submission Date:: 2014-06-09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1372375	Millennial Media Inc.	MM	Services-Advertising Agencies (7311)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1252022	P Robert Goodman	C/O Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont NY 10538		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2014-06-05	$0.00	541,499	No	4	S	Direct
Common Stock	Disposition	2014-06-06	$0.00	541,499	No	4	S	Direct
Common Stock	Disposition	2014-06-09	$0.00	541,499	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Footnotes

This form 4 is being filed to correctly state the number of shares in Item 5 of Table 1, which was incorrectly reported in the prior filing, submitted June 9, 2014. It also supplements footnotes 2, 5, and 6 to indicate the price range in which the reported transactions were effected, which was inadvertently omitted from the prior filing.
On June 5, 2014, Bessemer Venture Partners VI, L.P. ("BVP VI") sold 70,312 shares of Common Stock of the Issuer (the "shares"), Bessemer Venture Partners Co-Investment LP ("BVP Co ") sold 28,451 shares, and Bessemer Venture Partners VI Institutional L.P. ("BVP Inst," and together with BVP VI and BVP Co-Investment, the "Funds") sold 1,237 shares at the weighted average sale price of $4.02310 (the "June 5 Fund Sales"). After the June 5 Fund Sales, BVP VI owned 5,378,914 shares, BVP Co-Investment owned 2,176,525 shares, and BVP Institutional owned 94,681 shares of Common Stock. These shares were sold in multiple transactions at prices ranging from $4.00 to $4.075. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Represents shares held directly by the reporting person as well as shares held by NB Group, LLC, and excludes shares held by the Funds. The reporting person is a managing member of NB Group, LLC and disclaims beneficial ownership of the securities held by NB Group, LLC, except to the extent of his pecuniary interest therein. 16,596 of these shares were received in distributions-in-kind effected on March 17, 2014 by BVP VI, BVP VI Inst, and BVP Co, which distributions were made in accordance with the exemption afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
The reporting person is one of several executive managers and a member of Deer VI & Co. LLC ("Deer VI"), the general partner of each of the Funds, and disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein, if any, by virtue of his interest in Deer VI and his indirect limited partnership interest in BVP Co-Investment. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities.
On June 6, 2014, BVP VI sold 61,734 shares, BVP Co-Investment sold 24,980 shares and BVP Institutional sold 1,086 shares at the weighted average sale price of $4.20540 (the "June 6 Fund Sales"). After the June 6 Fund Sales, BVP VI owned 5,317,180 shares, BVP Co-Investment owned 2,151,545 shares, and BVP Institutional owned 93,595 shares of Common Stock. These shares were sold in multiple transactions at prices ranging from $4.195 to $4.225. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
On June 9, 2014, BVP VI sold 35,306 shares, BVP Co-Investment sold 14,286 shares and BVP Institutional sold 621 shares at the weighted average sale price of $ $4.21800 (the "June 9 Fund Sales"). After the June 9 Fund Sales, BVP VI owned 5,281,874 shares, BVP Co-Investment owned 2,137,259 shares, and BVP Institutional owned 92,974 shares of Common Stock. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.20 to $4.245. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote