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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (1) | 07/10/2017 | A | 186,440 | (2) | (2) | Common Stock | 186,440 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) (3) | $ 2.36 | 07/10/2017 | A | 450,000 | (4) | 07/09/2027 | Common Stock | 450,000 | $ 0 | 450,000 | D | ||||
| Stock Option (Right to Buy) (3) | $ 2.36 | 07/10/2017 | A | 450,000 | (5) | 07/09/2027(6) | Common Stock | 450,000 | $ 0 | 450,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Zagorski Mark C/O TREMOR VIDEO, INC. 1501 BROADWAY, SUITE 801 NEW YORK, NY 10036 |
X | Chief Executive Officer | ||
| /s/Aaron Saltz, Attorney-in-Fact | 07/12/2017 | |
| **Signature of Reporting Person | Date |
| * | 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) | Grant to the Reporting Person of a restricted stock unit ("RSU") issued as an employment inducement award under applicable NYSE rules. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock. |
| (2) | The RSU will vest in four equal annual installments on each of July 10, 2018, July 10, 2019, July 10, 2020 and July 10, 2021, provided the Reporting Person continues to provide services to the Issuer on each such vesting date. This RSU grant is subject to partial accelerated vesting upon the closing of a change of control transaction and 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. |
| (3) | Grant to the Reporting Person of a stock option issued as an employment inducement award under applicable NYSE rules. |
| (4) | 25% of the total shares underlying this option will vest on July 10, 2018 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 partial accelerated vesting upon the closing of a change of control transaction and 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. |
| (5) | 50% of the shares subject to the option will vest as of the date on which the 30-day moving average of Company's common stock exceeds $4.00 per share (as adjusted to account for any stock splits or other adjustments), and 50% of the shares subject to the option will vest as of the date on which the 30-day moving average of Company's common stock exceeds $5.00 per share (as adjusted to account for any stock splits or other adjustments), provided, in each case the Reporting Person continues to provide services to the Issuer on each such vesting date. In addition, if any portion of the option becomes vested, the Reporting Person will not be entitled to exercise the vested portion until the date that is 18 months from the applicable vesting date. |
| (6) | The option shall expire, with respect to the unvested portion of the option: (a) if any of the vesting criteria have not been achieved on the date which is four years from the date of grant, or (b) the Company consummates a change in control pursuant to which the Company's common stock is acquired at a price per share (as adjusted to account for any stock splits or other adjustments) below $5.00. |