UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (Right to Buy) | Â (1) | 12/04/2023 | Common Stock | 40,000 | $ 4.27 | D | Â |
Employee Stock Option (Right to Buy) | Â (2) | 02/26/2028 | Common Stock | 77,825 | $ 3.9 | D | Â |
Restricted Stock Unit | Â (3) | Â (3) | Common Stock | 10,000 | $ (4) | D | Â |
Restricted Stock Unit | Â (5) | Â (5) | Common Stock | 15,000 | $ (4) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Roberts Rama C/O TELARIA, INC. 222 BROADWAY, 16TH FLOOR NEW YORK, NY 10038 |
 |  |  Chief Technology Officer |  |
/s/ Aaron Saltz, Attorney-in-Fact | 02/05/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Immediately exercisable. |
(2) | 25% of the total shares underlying this option will vest on February 14, 2019 and the remaining shares vest 1/48 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. This option is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
(3) | Grant to the Reporting Person of a restricted stock unit under the Issuer's 2013 Equity Incentive Plan (the "2013 Plan"). The restricted stock unit grant vests in full on February 13, 2019, subject to continued service to the Issuer on such vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
(4) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
(5) | Grant to the Reporting Person of a restricted stock unit under the 2013 Plan. The restricted stock unit grant vests in three equal installments on each of February 14, 2019, February 14, 2020 and February 14, 2021, subject to continued service to the Issuer through each vesting date. This restricted stock unit grant is subject to accelerated vesting in the event that the recipient is subject to a qualified termination within a specified period of time prior to or following the closing of a change in control transaction. |
 Remarks: No Table I securities beneficially owned Exhibit List - Exhibit 24 - Power of Attorney |