Edgar Filing: TREMOR VIDEO INC.

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Lichstein Adam

2. Issuer Name and Ticker or Trading Symbol
TREMOR VIDEO INC. [TRMR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr.VP, COO, GC & Secretary

(Last)

(First)

(Middle)

C/O TREMOR VIDEO, INC., 53 WEST 23RD STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2015

(Street)

NEW YORK, NY 10010

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit

⁽¹⁾

02/23/2015

23,000

⁽²⁾

Common Stock

23,000

$ 0

23,000

Employee Stock Option (Right to Buy)

$ 2.47

02/23/2015

27,000

⁽³⁾

02/22/2025

Common Stock

27,000

$ 0

27,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Lichstein Adam C/O TREMOR VIDEO, INC. 53 WEST 23RD STREET NEW YORK, NY 10010			Sr.VP, COO, GC & Secretary

Signatures

/s/Adam Lichstein		02/25/2015
^**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)	Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan (the "2013 Plan"). 25% of the total shares underlying the restricted stock unit grant vest on February 13, 2016 and 25% of such shares vest on each one year anniversary thereafter, subject to continued service to the issuer through each vesting date. This restricted stock unit grant is subject to accelerated vesting following the closing of 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.
(3)	Grant to the reporting person of a stock option under the issuer's 2013 Plan. 25% of the total shares underlying this option vest on February 13, 2016 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 following the closing of a change in control transacton and termination under certain circumstances within a specified period of time following the closing of a change in control transaction.

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