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 *   Masthead Venture Capital Partners LP 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) 55 CAMBRIDGE PARKWAY, SUITE 103 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) CAMBRIDGE, MA 02142 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	  (1)(2)	  (3)	Common Stock	2,602,713	$ (1) (2)	I	See Footnotes (4) (5)
Series B Preferred Stock	  (1)(2)	  (3)	Common Stock	1,678,288	$ (1) (2)	I	See Footnotes (4) (5)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Masthead Venture Capital Partners LP 55 CAMBRIDGE PARKWAY SUITE 103 CAMBRIDGE, MA 02142	Â	  X	Â	Â

Signatures

/s/ Timothy P. Agnew		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)	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).
(2)	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.
(3)	These shares do not have an expiration date.
(4)	Masthead Fund General Partner, LLC, the general partner of Masthead Venture Partners Capital, L.P., has sole voting and dispositive power with respect to the shares held by Masthead Venture Partners Capital, L.P.
(5)	The managing members of Masthead Fund General Partner, LLC are Braden Bohrmann, Daniel Flatley, Richard Levandov, Brian Owen, and Stephen Smith and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by this entity, but disclaim beneficial ownership with respect to all shares held by this entity except to the extent of any pecuniary interest therein.

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