Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Evans Katie Seitz
   2. Issuer Name and Ticker or Trading Symbol
Telaria, Inc. [TLRA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
C/O TELARIA, INC., 222 BROADWAY, 16TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/13/2019
(Street)

NEW YORK, NY 10038		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/13/2019   M   10,000 A $ 0 (1) 133,471 D  
Common Stock 02/13/2019   F(2)   3,397 (2) D $ 3.2 130,074 D  
Common Stock 02/14/2019   M   62,684 A $ 0 (1) 192,758 D  
Common Stock 02/14/2019   F(2)   21,291 (2) D $ 3.19 171,467 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) $ 0 (1) 02/13/2019   M     10,000   (3)   (3) Common Stock 10,000 (1) 0 D  
Restricted Stock Unit (1) $ 0 (1) 02/14/2019   M     7,500   (4)   (4) Common Stock 7,500 (1) 7,500 D  
Restricted Stock Unit (1) $ 0 (1) 02/14/2019   M     31,250   (5)   (5) Common Stock 31,250 (1) 62,500 D  
Restricted Stock Unit (1) $ 0 (1) 02/14/2019   M     17,523   (3)   (3) Common Stock 17,523 (1) 0 D  
Restricted Stock Unit (1) $ 0 (1) 02/14/2019   M     6,411   (6)   (6) Common Stock 6,411 (1) 19,230 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Evans Katie Seitz
C/O TELARIA, INC.
222 BROADWAY, 16TH FLOOR
NEW YORK, NY 10038		       Chief Operating Officer  

Signatures

 /s/Aaron Saltz, Attorney-in-Fact   02/26/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
(2) The transaction reported represents the non-discretionary withholding of shares to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of restricted stock units.
(3) Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan. The shares underlying the restricted stock unit grant are fully vested.
(4) Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan. 75% of the total shares underlying the restricted stock unit grant are fully vested. The remaining shares underlying the restricted stock unit grant will vest on February 14, 2020, subject to continued service to the issuer through 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.
(5) Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan. 25% of the total shares underlying the restricted stock unit grant vested on each of February 14, 2018 and February 14, 2019. The remaining shares underlying the restricted stock unit grant will vest in two equal installments on each of February 14, 2020 and February 14, 2021, subject to continued service to the issuer through each 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.
(6) Grant to the Reporting Person of a restricted stock unit under the 2013 Plan. 25% of the total shares underlying the restricted stock unit grant vested on February 14, 2019. The remaining shares underlying the restricted stock unit grant will vest in three equal installments on each of February 14, 2020, February 14, 2021 and February 14, 2022, subject to continued service to the issuer through each such vesting date. This RSU grant is subject to full accelerated vesting following a change in control transaction and termination under certain circumstances within a specified period of time following the closing of a change in control transaction.

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