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 *
  Roberts Rama
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2019
3. Issuer Name and Ticker or Trading Symbol
Telaria, Inc. [TLRA]
(Last)
(First)
(Middle)
C/O TELARIA, INC., 222 BROADWAY, 16TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10038
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
Employee Stock Option (Right to Buy)   (1) 12/04/2023 Common Stock 40,000 $ 4.27 D  
Employee Stock Option (Right to Buy)   (2) 02/26/2028 Common Stock 77,825 $ 3.9 D  
Restricted Stock Unit   (3)   (3) Common Stock 10,000 $ (4) D  
Restricted Stock Unit   (5)   (5) Common Stock 15,000 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Roberts Rama
C/O TELARIA, INC.
222 BROADWAY, 16TH FLOOR
NEW YORK, NY 10038
      Chief Technology Officer  

Signatures

/s/ Aaron Saltz, Attorney-in-Fact 02/05/2019
**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) 25% of the total shares underlying this option will vest on February 14, 2019 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 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) Grant to the Reporting Person of a restricted stock unit under the Issuer's 2013 Equity Incentive Plan (the "2013 Plan"). The restricted stock unit grant vests in full on February 13, 2019, subject to continued service to the Issuer on such 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.
(4) Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(5) Grant to the Reporting Person of a restricted stock unit under the 2013 Plan. The restricted stock unit grant vests in three equal installments on each of 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.
 
Remarks:
No Table I securities beneficially owned
Exhibit List - Exhibit 24 - Power of Attorney

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