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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Rossman James

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2013

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

(Last)

(First)

(Middle)

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

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

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

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

(Street)

NEW YORK,Â NYÂ 10010

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)

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)
Stock Option (right to buy)	Â ⁽¹⁾	07/16/2017	Common Stock	26,013	$ 0.44	D	Â
Stock Option (right to buy)	Â ⁽²⁾	02/11/2020	Common Stock	51,761	$ 1.11	D	Â
Stock Option (right to buy)	Â ⁽³⁾	01/18/2021	Common Stock	103,593	$ 4.28	D	Â
Stock Option (right to buy)	Â ⁽⁴⁾	08/06/2022	Common Stock	33,333	$ 5.01	D	Â
Series 3 Preferred Stock	Â ⁽⁵⁾⁽⁶⁾	Â ⁽⁷⁾	Common Stock	14,780	$ ⁽⁵⁾ ⁽⁶⁾	D	Â
Series 4 Preferred Stock	Â ⁽⁵⁾⁽⁶⁾	Â ⁽⁷⁾	Common Stock	72,601	$ ⁽⁵⁾ ⁽⁶⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rossman James C/O TREMOR VIDEO, INC. 53 WEST 23RD STREET NEW YORK,Â NYÂ 10010	Â X	Â	Â	Â

Signatures

/s/ Adam Lichstein Attorney-in-Fact		06/26/2013
^**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)	Grant to the the Reporting Person of a stock option under the ScanScout, Inc. 2006 Stock Plan (the "ScanScout 2006 Plan"). This option is fully vested.
(2)	Grant to the Reporting Person of a stock option under the ScanScout, Inc. 2009 Equity Incentive Plan (the "ScanScout 2009 Plan"). This option is fully vested.
(3)	Grant to the Reporting Person of a stock option under the Issuer's 2008 Stock Plan (the "2008 Plan"). 1/48th of the shares subject to the option vest each month after January 19, 2011. This option will vest in full upon the closing of a change of control transaction.
(4)	Grant to the Reporting Person of a stock option under the Issuer's 2008 Plan. 1/48th of the shares subject to the option vest each month after August 6, 2012. This option will vest in full upon the closing of a change of control transaction.
(5)	This security is convertible at any time into shares of the Issuer's Common Stock on a one-for-one basis at the Reporting Person's election.
(6)	The shares will automatically convert on a one-for-one basis into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Seventh Amended and Restated Certificate of Incorporation, as filed with the State of Delaware on June 13, 2013).
(7)	The shares have no expiration date.

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