Edgar Filing: TREMOR VIDEO INC.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Evans Katie Seitz

2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2017

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

(Last)

(First)

(Middle)

C/O TREMOR VIDEO, INC.,Â 1501 BROADWAY, SUITE 801

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Operating Officer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10036

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	37,452	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	Â ⁽¹⁾	06/23/2020	Common Stock	488	$ 1.11	D	Â
Employee Stock Option (Right to Buy)	Â ⁽¹⁾	02/02/2021	Common Stock	1,333	$ 4.28	D	Â
Employee Stock Option (Right to Buy)	Â ⁽¹⁾	06/07/2021	Common Stock	1,333	$ 4.28	D	Â
Employee Stock Option (Right to Buy)	Â ⁽¹⁾	07/18/2022	Common Stock	2,666	$ 5.01	D	Â
Employee Stock Option (Right to Buy)	Â ⁽¹⁾	09/13/2021	Common Stock	2,666	$ 5.01	D	Â
Employee Stock Option (Right to Buy)	Â ⁽¹⁾	03/04/2023	Common Stock	6,666	$ 5.9	D	Â
Employee Stock Option (Right to Buy)	Â ⁽²⁾	07/30/2023	Common Stock	5,000	$ 8.37	D	Â
Employee Stock Option (Right to Buy)	Â ⁽³⁾	12/04/2023	Common Stock	21,231	$ 4.27	D	Â
Restricted Stock Unit	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	20,000	$ ⁽⁵⁾	D	Â
Restricted Stock Unit	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	75,000	$ ⁽⁵⁾	D	Â
Restricted Stock Unit	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	22,500	$ ⁽⁵⁾	D	Â
Restricted Stock Unit	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	50,000	$ ⁽⁵⁾	D	Â
Restricted Stock Unit	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	125,000	$ ⁽⁵⁾	D	Â
Restricted Stock Unit	Â ⁽¹⁰⁾	Â ⁽¹⁰⁾	Common Stock	35,046	$ ⁽⁵⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Evans Katie Seitz C/O TREMOR VIDEO, INC. 1501 BROADWAY, SUITE 801 NEW YORK,Â NYÂ 10036	Â	Â	Â Chief Operating Officer	Â

Signatures

/s/ Aaron Saltz, Attorney-in-Fact		03/10/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	4,479 of the total shares underlying this option are immediately exercisable and the remaining shares vest and become exercisable in equal monthly installments through July 31, 2017, 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)	17,250 of the total shares underlying this option are immediately exercisable and the remaining shares vest and become exercisable in equal monthly installments through December 5, 2017, 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.
(4)	Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan (the "2013 Plan"). Represents the portion (50%) of the total restricted stock unit grant that remains unvested. The restricted stock unit grant vests in two equal installments on each of February 13, 2018 and February 13, 2019, 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.
(5)	Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
(6)	Grant to the reporting person of a restricted stock unit under the 2013 Plan. Represents the portion (75%) of the total restricted stock unit grant that remains unvested. The restricted stock unit grant vests in three equal installments on each of December 3, 2017, December 3, 2018 and December 3, 2019, 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.
(7)	Grant to the reporting person of a restricted stock unit under the 2013 Plan. Represents the portion (75%) of the total restricted stock unit grant that remains unvested. The restricted stock unit grant vests in three equal installments on each of February 14, 2018, February 14, 2019 and February 14, 2020, 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.
(8)	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 vest on each of April 29, 2017, April 29, 2018, April 29, 2019 and April 29, 2020, 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.
(9)	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 vest on each of February 14, 2018, 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.
(10)	Grant to the reporting person of a restricted stock unit under the 2013 Plan. 50% of the total shares underlying the restricted stock unit grant vest on each of February 14, 2018 and February 14, 2019, 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.
Â Remarks: ExhibitÂ ListÂ -Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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