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 Canaan VII L P

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)

285 RIVERSIDE AVENUE,Â SUITE 250

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

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

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

(Street)

WESTPORT,Â CTÂ 06880

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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	165,323	I	See Footnote ⁽¹⁾

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)
Series A Preferred Stock	Â ⁽²⁾⁽³⁾	Â ⁽⁴⁾	Common Stock	3,078,380	$ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽¹⁾
Series B Preferred Stock	Â ⁽²⁾⁽³⁾	Â ⁽⁴⁾	Common Stock	1,678,288	$ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽¹⁾
Series C Preferred Stock	Â ⁽²⁾⁽³⁾	Â ⁽⁴⁾	Common Stock	1,535,364	$ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽¹⁾
Series D Preferred Stock	Â ⁽²⁾⁽³⁾	Â ⁽⁴⁾	Common Stock	859,001	$ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽¹⁾
Series F Preferred Stock	Â ⁽³⁾⁽⁵⁾	Â ⁽⁴⁾	Common Stock	448,786	$ ⁽³⁾ ⁽⁵⁾	I	See Footnote ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Canaan VII L P 285 RIVERSIDE AVENUE SUITE 250 WESTPORT,Â CTÂ 06880	Â X	Â X	Â	Â
Canaan Partners VII LLC 285 RIVERSIDE AVENUE SUITE 250 WESTPORT,Â CTÂ 06880	Â	Â X	Â	Â

Signatures

Canaan VII L.P. By: Canaan Partners VII LLC its General Partner /s/ Jaime Slocum Attorney-in-Fact Canaan Partners VII LLC By: /s/ Jaime Slocum Attorney-in-Fact		06/26/2013
^**Signature of Reporting Person		Date
Jaime Slocum, 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)	Shares held directly by Canaan VII L.P. (the "Canaan Fund"). Canaan Partners VII LLC ("Canaan VII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Warren Lee, a member of Canaan VII, serves as the representative of the Canaan Entities on the Issuer's board of directors.
(2)	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 Issuer's Seventh Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on June 13, 2013).
(3)	This security is convertible at any time into shares of the Issuer's Common Stock on a one-for-one basis at the Canaan Entities' election.
(4)	N/A.
(5)	The shares will automatically convert into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Issuer's Seventh Amended and Restate Certificate of Incorporation, as filed with the State of Delaware on June 13, 2013) at a ratio depending upon the Issuer's initial public offering price.
Â Remarks: ExhibitÂ 99.1Â -Â JointÂ FilerÂ Information

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