TLRA / Telaria, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

TRMR / Tremor Video, Inc. / DRIEHAUS CAPITAL MANAGEMENT LLC - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Telaria, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 879181105 (CUSIP Number) March 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

TRMR / Tremor Video, Inc. 15-12B - - 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35982 Telaria, Inc. (Exact name of registrant as specified in its charte

TRMR / Tremor Video, Inc. S-8 POS - - FORM S-8

As filed with the Securities and Exchange Commission on April 1, 2020 No. 333-230414 No. 333-223401 No. 333-216609 No. 333-210242 No. 333-206282 No. 333-201985 No. 333-197585 No. 333-189682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230414 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION S

TRMR / Tremor Video, Inc. S-8 POS - - FORM S-8

As filed with the Securities and Exchange Commission on April 1, 2020 No. 333-230414 No. 333-223401 No. 333-216609 No. 333-210242 No. 333-206282 No. 333-201985 No. 333-197585 No. 333-189682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230414 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION S

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2020 Telaria, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-35982 20-5480343 (State or Other Jurisdiction (Commission (IRS Employer of Incorporati

Amended and Restated Bylaws of Telaria, Inc., dated April 1, 2020.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF TELARIA, INC. (a Delaware corporation) Article I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as otherwi

Rubicon Project and Telaria Complete Merger Following Stockholder Approvals

Exhibit 99.1 Rubicon Project and Telaria Complete Merger Following Stockholder Approvals LOS ANGELES & NEW YORK-(BUSINESS WIRE)-April 1, 2020- Rubicon Project (NYSE:RUBI), the global exchange for advertising, and Telaria (NYSE: TLRA), the complete software platform that optimizes yield for leading video publishers, today announced the closing of their previously announced merger, creating the worl

TRMR / Tremor Video, Inc. S-8 POS - - FORM S-8

As filed with the Securities and Exchange Commission on April 1, 2020 No. 333-230414 No. 333-223401 No. 333-216609 No. 333-210242 No. 333-206282 No. 333-201985 No. 333-197585 No. 333-189682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230414 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION S

TRMR / Tremor Video, Inc. S-8 POS - - FORM S-8

As filed with the Securities and Exchange Commission on April 1, 2020 No. 333-230414 No. 333-223401 No. 333-216609 No. 333-210242 No. 333-206282 No. 333-201985 No. 333-197585 No. 333-189682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230414 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION S

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 13, 2020, pursuant to the provisions of Rule 12d2-2 (a).

TRMR / Tremor Video, Inc. S-8 POS - - FORM S-8

As filed with the Securities and Exchange Commission on April 1, 2020 No. 333-230414 No. 333-223401 No. 333-216609 No. 333-210242 No. 333-206282 No. 333-201985 No. 333-197585 No. 333-189682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230414 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION S

TRMR / Tremor Video, Inc. S-8 POS - - FORM S-8

As filed with the Securities and Exchange Commission on April 1, 2020 No. 333-230414 No. 333-223401 No. 333-216609 No. 333-210242 No. 333-206282 No. 333-201985 No. 333-197585 No. 333-189682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230414 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION S

TRMR / Tremor Video, Inc. RW - - RW

TELARIA, INC. 222 Broadway, 16th Floor New York, New York 10038 Via EDGAR and FedEx April 1, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3628 Attn: Staff of the Division of Corporation Finance RE: Telaria, Inc. Registration Statement on Form S-3 (Registration No. 333-221374) Request for Withdrawal Ladie

Amended and Restated Certificate of Incorporation of Telaria, Inc., dated April 1, 2020.

Exhibit 3.1 AMENDED & RESTATED CERTIFICATE OF INCORPORATION OF TELARIA, INC. Article I NAME OF CORPORATION The name of the Corporation (the “Corporation”) is: “Telaria, Inc.” Article II REGISTERED OFFICE The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808, and the name of its registered agent a

TRMR / Tremor Video, Inc. S-8 POS - - FORM S-8

As filed with the Securities and Exchange Commission on April 1, 2020 No. 333-230414 No. 333-223401 No. 333-216609 No. 333-210242 No. 333-206282 No. 333-201985 No. 333-197585 No. 333-189682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230414 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION S

TRMR / Tremor Video, Inc. S-8 POS - - FORM S-8

As filed with the Securities and Exchange Commission on April 1, 2020 No. 333-230414 No. 333-223401 No. 333-216609 No. 333-210242 No. 333-206282 No. 333-201985 No. 333-197585 No. 333-189682 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230414 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION S

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-35982 TELARIA, INC. (Name of registrant as specified i

TRMR / Tremor Video, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Telaria Announces Intent to Convene, Adjourn and Reconvene in Virtual Meeting Format its Special Meeting of Stockholders to Be Held on March 30, 2020 Due To COVID-19 Concerns

EX-99.1 2 tm2012844d5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Telaria Announces Intent to Convene, Adjourn and Reconvene in Virtual Meeting Format its Special Meeting of Stockholders to Be Held on March 30, 2020 Due To COVID-19 Concerns NEW YORK, March 23, 2020 – Telaria, Inc. (NYSE:TLRA), today announced that, due to the rapidly evolving public health concerns relating to the novel coronavirus (COVID

TRMR / Tremor Video, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

THE RUBICON PROJECT, INC. 8-K|425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 March 23, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commission

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2020 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporati

Rubicon Project Announces Intent to Convene, Adjourn and Reconvene in Virtual Meeting Format its Special Meeting of Stockholders to Be Held on March 30, 2020 Due To COVID-19 Concerns

THE RUBICON PROJECT, INC. 8-K|425 Exhibit 99.1 Rubicon Project Announces Intent to Convene, Adjourn and Reconvene in Virtual Meeting Format its Special Meeting of Stockholders to Be Held on March 30, 2020 Due To COVID-19 Concerns LOS ANGELES, March 23, 2020 – The Rubicon Project, Inc. (NYSE:RUBI), today announced that, due to the rapidly evolving public health concerns relating to the novel corona

TRMR / Tremor Video, Inc. 425 - Merger Prospectus - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2020 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporati

TRMR / Tremor Video, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Telaria Provides Stockholders Virtual Option to Attend March 30, 2020 Special Meeting of Stockholders Due To Coronavirus Concerns

Exhibit 99.1 FOR IMMEDIATE RELEASE Telaria Provides Stockholders Virtual Option to Attend March 30, 2020 Special Meeting of Stockholders Due To Coronavirus Concerns NEW YORK, March 17, 2020 – Telaria, Inc. (NYSE: TLRA) today announced that, due to the emerging public health concerns relating to the coronavirus (COVID-19) pandemic, and to protect the health and well-being of its stockholders and em

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2020 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporati

Telaria Provides Stockholders Virtual Option to Attend March 30, 2020 Special Meeting of Stockholders Due To Coronavirus Concerns

Exhibit 99.1 FOR IMMEDIATE RELEASE Telaria Provides Stockholders Virtual Option to Attend March 30, 2020 Special Meeting of Stockholders Due To Coronavirus Concerns NEW YORK, March 17, 2020 – Telaria, Inc. (NYSE: TLRA) today announced that, due to the emerging public health concerns relating to the coronavirus (COVID-19) pandemic, and to protect the health and well-being of its stockholders and em

Third amendment to the Amended and Restated Loan and Security Agreement, dated November 6, 2019, by and between the Registrant and the Silicon Valley Bank

THIRD Amendment to AMENDED AND RESTATED Loan and security agreement THIS Third AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 6, 2019, between SILICON VALLEY BANK, a California corporation with a loan production office located at 387 Park Avenue South, 2nd Floor, New York, New York 10016 (“Bank”), and (b) TELARIA, INC.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

EX-4.2 2 telariadescriptionofco.htm EX-4.2 EXHIBIT 4.2 DESCRIPTION OF TELARIA, INC. COMMON STOCK The following description of our common stock is a summary and does not purport to be complete. This summary is qualified in its entirety by reference to the provisions of the Delaware General Corporation Law and the complete text of our amended and restated certificate of incorporation, as amended to

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-35982 TELARIA, INC. (Name of registrant as specified in its Charter) Del

TELARIA REPORTS FOURTH QUARTER 2019 FINANCIAL RESULTS Full year revenue of $68.0 million; driven by CTV revenue of $29.7 million, up 99% year-over-year

EX-99.1 2 tm2012086d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TELARIA REPORTS FOURTH QUARTER 2019 FINANCIAL RESULTS Full year revenue of $68.0 million; driven by CTV revenue of $29.7 million, up 99% year-over-year NEW YORK, NY - March 10, 2020 - Telaria, Inc. (NYSE:TLRA), the complete software platform that optimizes yield for leading video publishers, today announced financial results for the quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2020 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporati

TRMR / Tremor Video, Inc. / Edenbrook Capital, LLC - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9) Telaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 879181105 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 116 Radio Circle Mount Kisco, NY 10549 (914) 239-3117 (Name, Address and Telephone Nu

TRMR / Tremor Video, Inc. / Edenbrook Capital, LLC - FORM SC 13D/A Activist Investment

SC 13D/A 1 formsc13da.htm FORM SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8) TELARIA, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 879181105 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 116 Radio Circle Mount Kisco, NY 10549 (914)

TRMR / Tremor Video, Inc. / Stone House Capital Management, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Telaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 879181105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

TRMR / Tremor Video, Inc. DEFM14A - - DEFINITIVE PROXY STATEMENT

telariadefm14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definit

TRMR / Tremor Video, Inc. DEFR14A - - DEFINITIVE REVISED PROXY SOLICITING MATERIALS

telariadefm14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

TRMR / Tremor Video, Inc. / Edenbrook Capital, LLC - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) TELARIA, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 879181105 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 116 Radio Circle Mount Kisco, NY 10549 (914) 239-3117 (Name, Address and Telephone Nu

TRMR / Tremor Video, Inc. / DRIEHAUS CAPITAL MANAGEMENT LLC - NONE Passive Investment

SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Telaria, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 879181105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

TLRA / Telaria, Inc. / Masthead Venture Partners Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Telaria, Inc. (Name of Issuer) Common (Title of Class of Securities) 89484Q100 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

2018 POWER OF ATTORNEY

EX-24 Exhibit 24 2018 POWER OF ATTORNEY 1. Appointment, Powers and Revocation. KNOW ALL MEN BY THESE PRESENTS, that each undersigned, and if such undersigned is not a natural person, acting by and through one of its authorized representatives (each such undersigned person or entity, a “Grantor”), effective from the date set forth opposite the name of such Grantor on the signature pages hereto (suc

Joint Filing Agreement

EX-99.1 EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each

TRMR / Tremor Video, Inc. / Canaan VII LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* Telaria, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 879181105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

Rubicon Project & Telaria File Joint Proxy Statement/Prospectus

EX-99.1 2 ex99-1.htm PRESS RELEASE Rubicon Project 8-K/A Exhibit 99.1 Rubicon Project & Telaria File Joint Proxy Statement/Prospectus Los Angeles, CA and New York, NY (January 30, 2020) — Rubicon Project (NYSE:RUBI), the global exchange for advertising, and Telaria (NYSE:TLRA), the complete software platform that optimizes yield for leading video publishers, announced today that the companies had

Rubicon Project & Telaria File Joint Proxy Statement/Prospectus

EX-99.1 2 tm203622d4ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Rubicon Project & Telaria File Joint Proxy Statement/Prospectus Los Angeles, CA and New York, NY (January 30, 2020) — Rubicon Project (NYSE:RUBI), the global exchange for advertising, and Telaria (NYSE:TLRA), the complete software platform that optimizes yield for leading video publishers, announced today that the companies had filed a joint

TRMR / Tremor Video, Inc. 425 - Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2020 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

Rubicon Project & Telaria File Joint Proxy Statement/Prospectus

EX-99.1 2 tm203622d5ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Rubicon Project & Telaria File Joint Proxy Statement/Prospectus Los Angeles, CA and New York, NY (January 30, 2020) — Rubicon Project (NYSE:RUBI), the global exchange for advertising, and Telaria (NYSE:TLRA), the complete software platform that optimizes yield for leading video publishers, announced today that the companies had filed a joint

Rubicon Project 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2020 THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of inc

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2020 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (I.R.S. Employer of incorp

Rubicon Project 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 30, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Commissi

Rubicon Project & Telaria File Joint Proxy Statement/Prospectus

EX-99.1 2 ex99-1.htm PRESS RELEASE Rubicon Project 8-K Exhibit 99.1 Rubicon Project & Telaria File Joint Proxy Statement/Prospectus Los Angeles, CA and New York, NY (January 30, 2020) — Rubicon Project (NYSE:RUBI), the global exchange for advertising, and Telaria (NYSE:TLRA), the complete software platform that optimizes yield for leading video publishers, announced today that the companies had fi

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2020 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorpora

TRMR / Tremor Video, Inc. 425 - Merger Prospectus - FORM 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 14, 2020 Date of Report (Date of earliest event reported) TELARIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction of incorporation) (Commission File Numb

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 14, 2020 Date of Report (Date of earliest event reported) TELARIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction of incorporation) (Commission File Numb

RUBI / Rubicon Project, Inc. 425 - Merger Prospectus - CURRENT REPORT

425 1 rubi-8k011420.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 January 14, 2020 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other j

RUBI / Rubicon Project, Inc. 425 - Merger Prospectus - 425

425 Filed by The Rubicon Project, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Telaria, Inc. (Commission File No. 001-35982) The following communication is being filed in connection with the proposed strategic combination between The Rubicon Project, Inc. (“Rubi

TRMR / Tremor Video, Inc. / Edenbrook Capital, LLC - FORM SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) Telaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 879181105 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 116 Radio Circle Mount Kisco, NY 10549 (914) 239-3117 (Name, Address and Telephone Nu

Agreement and Plan of Merger, by and among Telaria, Inc., The Rubicon Project, Inc. and Madison Merger Corp., dated December 19, 2019

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among THE RUBICON PROJECT, INC., MADISON MERGER CORP., and TELARIA, INC. Dated as of December 19, 2019 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.1. The Merger 2 Section 1.2. Closing 2 Section 1.3. Effective Time 2 Section 1.4. Effects of the Transaction 3 Article II CERTAIN GOVERNANCE MATTERS 3 Section 2.1. Certain Gov

Agreement and Plan of Merger, dated as of December 19, 2019, by and among The Rubicon Project, Inc., Madison Merger Corp. and Telaria, Inc.*

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among THE RUBICON PROJECT, INC., MADISON MERGER CORP., and TELARIA, INC. Dated as of December 19, 2019 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.1. The Merger 2 Section 1.2. Closing 2 Section 1.3. Effective Time 2 Section 1.4. Effects of the Transaction 3 Article II CERTAIN GOVERNANCE MATTERS 3 Section 2.1. Certain Gov

Form of Telaria Voting Agreement

EX-10.1 3 d689169dex101.htm EX-10.1 Exhibit 10.1 Form VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2019 by and between The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”), and the undersigned stockholder (the “Stockholder”) of Telaria, Inc., a Delaware corporation (“Telaria”). Capitalized terms that are used but not defined

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 December 19, 2019 Date of Report (Date of earliest event reported) TELARIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction of incorporation) (Commission File Num

Form of Rubicon Project Voting Agreement

Exhibit 10.2 Form VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2019 by and between Telaria, Inc., a Delaware corporation (“Telaria”), and the undersigned stockholder (the “Stockholder”) of The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”). Capitalized terms that are used but not defined herein shall have the respective me

Form of Rubicon Project Voting Agreement

EX-10.2 Exhibit 10.2 Form VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2019 by and between Telaria, Inc., a Delaware corporation (“Telaria”), and the undersigned stockholder (the “Stockholder”) of The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”). Capitalized terms that are used but not defined herein shall have the respe

Form of Telaria Voting Agreement

EX-10.1 3 tm1926615d4ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Form VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2019 by and between The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”), and the undersigned stockholder (the “Stockholder”) of Telaria, Inc., a Delaware corporation (“Telaria”). Capitalized terms that are used but no

Form of Rubicon Project Voting Agreement

EX-10.2 4 tm1926615d5ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Form VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2019 by and between Telaria, Inc., a Delaware corporation (“Telaria”), and the undersigned stockholder (the “Stockholder”) of The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”). Capitalized terms that are used but no

TRMR / Tremor Video, Inc. 425 - Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 December 19, 2019 Date of Report (Date of earliest event reported) TELARIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction of incorporation) (Commission File Num

RUBI / Rubicon Project, Inc. 425 - Merger Prospectus - 8-K

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 December 19, 2019 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction of incorporation) (Com

Form of Telaria Voting Agreement

EX-10.1 3 tm1926615d5ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Form VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2019 by and between The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”), and the undersigned stockholder (the “Stockholder”) of Telaria, Inc., a Delaware corporation (“Telaria”). Capitalized terms that are used but no

Agreement and Plan of Merger, dated as of December 19, 2019, by and among The Rubicon Project, Inc., Madison Merger Corp. and Telaria, Inc.*

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among THE RUBICON PROJECT, INC., MADISON MERGER CORP., and TELARIA, INC. Dated as of December 19, 2019 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1. The Merger 2 Section 1.2. Closing 2 Section 1.3. Effective Time 2 Section 1.4. Effects of the Transaction 3 ARTICLE II CERTAIN GOVERNANCE MATTERS 3 Section 2.1. Cert

TRMR / Tremor Video, Inc. 425 - Merger Prospectus - 425

Filed by Telaria, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Telaria, Inc. (Commission File No. 001-35982) The following communication is being filed in connection with the proposed strategic combination between Telaria, Inc. (“Telaria”) and The Rubicon Projec

RUBI / Rubicon Project, Inc. 425 - Merger Prospectus - 425

425 1 d853884d425.htm 425 Filed by The Rubicon Project, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Telaria, Inc. (Commission File No. 001-35982) The following communication is being filed in connection with the proposed strategic combination between The Rubico

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 December 19, 2019 Date of Report (Date of earliest event reported) TELARIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction of incorporation) (Commission File Num

RUBI / Rubicon Project, Inc. 425 - Merger Prospectus - 8-K

425 1 d853617d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 December 19, 2019 Date of Report (Date of earliest event reported) THE RUBICON PROJECT, INC. (Exact name of registrant as specified in its charter) Delaware 001-36384 20-8881738 (State or other jurisdiction o

TRMR / Tremor Video, Inc. 425 - Merger Prospectus - 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 December 19, 2019 Date of Report (Date of earliest event reported) TELARIA, INC. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction of incorporation) (Commission File Num

Rubicon Project and Telaria Agree to Combine to Form Largest Independent Sell-Side Advertising Platform, Poised to Capture Growth in Connected TV Buyers Gain an Essential Omnichannel Partner Across All Formats and Geographies

Exhibit 99.1 Press Release Rubicon Project and Telaria Agree to Combine to Form Largest Independent Sell-Side Advertising Platform, Poised to Capture Growth in Connected TV Buyers Gain an Essential Omnichannel Partner Across All Formats and Geographies ● Stock-for-stock merger at an exchange ratio of 1.082 shares of Rubicon Project (NYSE:RUBI) common stock for each share of Telaria (NYSE: TLRA) co

Rubicon Project and Telaria Agree to Combine to Form Largest Independent Sell-Side Advertising Platform, Poised to Capture Growth in Connected TV Buyers Gain an Essential Omnichannel Partner Across All Formats and Geographies

EX-99.1 Exhibit 99.1 Press Release Rubicon Project and Telaria Agree to Combine to Form Largest Independent Sell-Side Advertising Platform, Poised to Capture Growth in Connected TV Buyers Gain an Essential Omnichannel Partner Across All Formats and Geographies • Stock-for-stock merger at an exchange ratio of 1.082 shares of Rubicon Project (NYSE:RUBI) common stock for each share of Telaria (NYSE:

Rubicon Project and Telaria Agree to Combine to Form Largest Independent Sell-Side Advertising Platform, Poised to Capture Growth in Connected TV Buyers Gain an Essential Omnichannel Partner Across All Formats and Geographies

EX-99.1 2 tm1926615d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Press Release Rubicon Project and Telaria Agree to Combine to Form Largest Independent Sell-Side Advertising Platform, Poised to Capture Growth in Connected TV Buyers Gain an Essential Omnichannel Partner Across All Formats and Geographies ● Stock-for-stock merger at an exchange ratio of 1.082 shares of Rubicon Project (NYSE:RUBI) common st

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

TELARIA REPORTS THIRD QUARTER 2019 FINANCIAL RESULTS Revenue increased 23% year-over-year to $16.6 million; driven by CTV growth of 115%

TELARIA REPORTS THIRD QUARTER 2019 FINANCIAL RESULTS Revenue increased 23% year-over-year to $16.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) :November 5, 2019 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorpora

TRMR / Tremor Video, Inc. / Edenbrook Capital, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) Telaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 879181105 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 2 Depot Plaza Bedford Hills, NY 10507 (914) 239-3117 (Name, Address and Telephone Num

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2019 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

TELARIA REPORTS SECOND QUARTER 2019 FINANCIAL RESULTS Revenue increased 47% year-over-year to $18.2 million and Adjusted EBITDA increased to $1.0 million

TELARIA REPORTS SECOND QUARTER 2019 FINANCIAL RESULTS Revenue increased 47% year-over-year to $18.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) :August 6, 2019 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporati

TRMR / Tremor Video, Inc. S-3/A - - S-3/A

S-3/A 1 a19-129631s3a.htm S-3/A Table of Contents As filed with the Securities and Exchange Commission on July 18, 2019 Registration No. 333- 221374 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 20-5480343 (State

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2019 (June 10, 2019) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction of incorporation) (Commis

TELARIA REPORTS FIRST QUARTER 2019 FINANCIAL RESULTS Revenue increases 42% year-over-year to $13.6 million driven by robust CTV growth of 169%

EX-99.1 2 tlraq12019991.htm EXHIBIT 99.1 TELARIA REPORTS FIRST QUARTER 2019 FINANCIAL RESULTS Revenue increases 42% year-over-year to $13.6 million driven by robust CTV growth of 169% NEW YORK, NY - May 9, 2019 - Telaria, Inc. (NYSE:TLRA), the complete software platform for publishers to manage and monetize premium video advertising, today announced financial results for the quarter ended March 31

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2019 Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporation)

· our Quarterly Report on Form 10-Q for the quarters ended March 31, 2019, which was filed with the SEC on May 9, 2019;

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Employment Offer Letter by and between the Company and Adam Lowy, dated October 19, 2018

October 19, 2018 Adam Lowy By Email RE: Terms of Employment Dear Adam: Telaria, Inc.

Amended and Restated Offer Letter by and between the Company and Rama Roberts, dated February 1, 2019

February 1, 2019 Rama Roberts Sent by email RE: Terms of Employment Dear Rama: Effective as of February 1, 2019, you will be promoted to Chief Technology Officer of Telaria, Inc.

TRMR / Tremor Video, Inc. DEFA14A

DEFA14A 1 a19-87752defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commiss

definitive proxy statement on Schedule 14A related to our 2019 annual meeting of stockholders, which was filed with the SEC on April 24, 2019;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

TRMR / Tremor Video, Inc. / Stone House Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Telaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 879181105 (CUSIP Number) April 2, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Joint Filing Agreement (filed herewith)

EX-99.1 2 s117376ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT April 12, 2019 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchan

Ernst & Young, LLP

Exhibit 16.1 Ernst & Young, LLP April 2, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 4546 Washington, D.C. 20549 Subject: Telaria, Inc. Auditor Termination Ladies and Gentlemen: We have read Item 4.01 of Form 8-K, dated April 2, 2019, of Telaria, Inc. (the “Registrant”) and are in agreement with the statements contained therein. We have

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2019 (March 27, 2019) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction of incorporation) (Commi

Registration No. 333-230414,

As filed with the Securities and Exchange Commission on March 20, 2019 Registration No.

TRMR / Tremor Video, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2018 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report o

Second Amendment to the Amended and Restated Loan and Security Agreement, dated November 7, 2018, by and between the Registrant and the Silicon Valley Bank

tlra10k2018exhibit103 SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of November 7, 2018, between SILICON VALLEY BANK, a California corporation with a loan production office located at 387 Park Avenue South, 2nd Floor, New York, New York 10016 (“Bank”), and (b) TELARIA, INC.

· the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2018

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-35982 TELARIA, INC. (Name of registrant as specified in its Charter) Del

Subsidiaries of Telaria Inc.

Exhibit 21.1 Subsidiaries of Telaria Inc. Name Jurisdiction of Incorporation Telaria Ltd England and Wales Telaria Holdings Pty Ltd Australia Telaria Pty Ltd Australia Telaria Pte. Ltd. Singapore Tremor Video SDN. BHD. Malaysia Telaria (NZ) Limited New Zealand Telaria Brazil Publicidade Ltda. Brazil Tremor Video GmbH Germany Tremor Video Canada, Inc. Delaware, USA ScanScout, Inc. Delaware, USA Tra

October 6, 2017

October 6, 2017 Paul Caine By email RE: Offer Letter – Executive Chairman Dear Paul, This letter (the “Agreement”) confirms the agreement between you and Telaria, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 26, 2019 Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorpora

Press release dated February 26, 2018

TELARIA REPORTS FOURTH QUARTER 2018 FINANCIAL RESULTS Fourth quarter revenue of $19.

TRMR / Tremor Video, Inc. / Meritech Capital Partners III LP - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 3) * Telaria, Inc (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 879181105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Fili

TRMR / Tremor Video, Inc. / General Catalyst Group Iv Lp - GENERAL CATALYST GROUP IV, L.P. / TELARIA, INC. -- SCHEDULE 13G/A (#1) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Telaria, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 879181105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

TLRA / Telaria, Inc. / Masthead Venture Partners Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Telaria, Inc. (Name of Issuer) Common (Title of Class of Securities) 89484Q100 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each

TRMR / Tremor Video, Inc. / Canaan VII LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Telaria, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 879181105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

2018 POWER OF ATTORNEY

EX-24 Exhibit 24 2018 POWER OF ATTORNEY 1. Appointment, Powers and Revocation. KNOW ALL MEN BY THESE PRESENTS, that each undersigned, and if such undersigned is not a natural person, acting by and through one of its authorized representatives (each such undersigned person or entity, a “Grantor”), effective from the date set forth opposite the name of such Grantor on the signature pages hereto (suc

TRMR / Tremor Video, Inc. / W CAPITAL PARTNERS II L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Telaria, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 879181105 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

Joint Filing Agreement

EX-99.1 EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each

TRMR / Tremor Video, Inc. / Edenbrook Capital, LLC - TELARIA, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Telaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 879181105 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 2 Depot Plaza Bedford Hills, NY 10507 (914) 239-3117 (Name, Address and Telephone Number of Person

Other Events

8-K 1 a8-kcapitalsharerepurchase.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 26, 2018 Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdicti

TRMR / Tremor Video, Inc. / Edenbrook Capital, LLC - TELARIA, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Telaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 879181105 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 2 Depot Plaza Bedford Hills, NY 10507 (914) 239-3117 (Name, Address and Telephone Number of Person

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 8, 2018 Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporat

TELARIA REPORTS THIRD QUARTER 2018 FINANCIAL RESULTS Quarterly revenue of $13.5 million and Adjusted EBITDA of $0.04 million

TELARIA REPORTS THIRD QUARTER 2018 FINANCIAL RESULTS Quarterly revenue of $13.5 million and Adjusted EBITDA of $0.04 million NEW YORK, NY - November 8, 2018 - Telaria, Inc. (NYSE:TLRA), the complete software platform to manage video advertising for premium publishers, today announced financial results for the quarter ended September 30, 2018. Third Quarter 2018 Highlights: • Revenue of $13.5 milli

TRMR / Tremor Video, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a8-knewdirector.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 18, 2018 (October 17, 2018) Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jur

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 4, 2018 Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporati

Telaria Releases Preliminary Third Quarter 2018 Results and Revises Full Year Guidance Telaria Board of Directors Also Authorizes $20 million Share Repurchase Program

Telaria Releases Preliminary Third Quarter 2018 Results and Revises Full Year Guidance Telaria Board of Directors Also Authorizes $20 million Share Repurchase Program New York - October 4, 2018 - Telaria, Inc.

TRMR / Tremor Video, Inc. S-3/A

Table of Contents As filed with the Securities and Exchange Commission on September 13, 2018 Registration No.

TRMR / Tremor Video, Inc. / Edenbrook Capital, LLC - TELARIA, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Telaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 879181105 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 2 Depot Plaza Bedford Hills, NY 10507 (914) 239-3117 (Name, Address and Telephone Number of Person

TRMR / Tremor Video, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

List of subsidiaries.

Exhibit 21.1 Subsidiaries of Telaria Inc. Name Jurisdiction of Incorporation Telaria Ltd England and Wales Telaria Holdings Pty Ltd Australia Telaria Pty Ltd Australia Telaria Pte. Ltd. Singapore Tremor Video SDN. BHD. Malaysia Telaria (NZ) Limited New Zealand Telaria Brazil Publicidade Ltda. Brazil Tremor Video GmbH Germany Tremor Video Canada, Inc. Delaware, USA ScanScout, Inc. Delaware, USA Tra

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2018 Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporatio

TELARIA REPORTS SECOND QUARTER 2018 FINANCIAL RESULTS Quarterly revenue of $12.4 million, up 25% year-over-year

TELARIA REPORTS SECOND QUARTER 2018 FINANCIAL RESULTS Quarterly revenue of $12.4 million, up 25% year-over-year NEW YORK, NY - August 8, 2018 - Telaria, Inc. (NYSE:TLRA), the complete software platform to manage video advertising for premium publishers, today announced financial results for the quarter ended June 30, 2018. Second Quarter 2018 Highlights: • Revenue of $12.4 million, up 25% year-ove

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 5, 2018 (June 1, 2018) Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of

TRMR / Tremor Video, Inc. / Edenbrook Capital, LLC - TELARIA, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Telaria, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 879181105 (CUSIP Number) Jonathan Brolin Edenbrook Capital, LLC 2 Depot Plaza Bedford Hills New York, NY 10507 (914) 239-3117 (Name, Address and Telephone Number

First Amendment to the Amended and Restated Loan and Security Agreement, dated January 26, 2018, by and between the Registrant and the Silicon Valley Bank.

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of January 26, 2018, between SILICON VALLEY BANK, a California corporation with a loan production office located at 387 Park Avenue South, 2nd Floor, New York, New York 10016 (“Bank”), and (b) TELARIA, INC.

TRMR / Tremor Video, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 7, 2018 Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporation)

TELARIA REPORTS FIRST QUARTER 2018 FINANCIAL RESULTS Quarterly revenue of $9.6 million, up 56% year-over-year

TELARIA REPORTS FIRST QUARTER 2018 FINANCIAL RESULTS Quarterly revenue of $9.6 million, up 56% year-over-year NEW YORK, NY - May 7, 2018 - Telaria, Inc. (NYSE:TLRA), a complete software platform to manage premium video advertising, today announced financial results for the quarter ended March 31, 2018. First Quarter 2018 Highlights: • Revenue of $9.6 million, up 56% year-over-year • Gross profit o

TRMR / Tremor Video, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

TRMR / Tremor Video, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

TRMR / Tremor Video, Inc. / Edenbrook Capital, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Power of Attorney (included on the signature page of this Form S-8).

POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Zagorski, John Rego and Aaron Saltz, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any a

TRMR / Tremor Video, Inc. S-8

As filed with the Securities and Exchange Commission on March 2, 2018 Registration No.

Certification of the Chief Financial Officer of Telaria, Inc. pursuant to18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, John Rego, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Telaria, Inc. on Form 10-K for the fiscal year ended December 31, 2017 fully complies with the requirements of Sec

List of subsidiaries.

Exhibit 21.1 Subsidiaries of Telaria Inc. Name Jurisdiction of Incorporation Telaria Ltd England and Wales Telaria Holdings Pty Ltd Australia Telaria Pty Ltd Australia Telaria Pte. Ltd. Singapore Tremor Video SDN. BHD. Malaysia Telaria (NZ) Limited New Zealand Telaria Brazil Publicidade Ltda. Brazil Tremor Video GmbH Germany Tremor Video Canada, Inc. Delaware, USA ScanScout, Inc. Delaware, USA Tra

TRMR / Tremor Video, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-35982 TELARIA, INC. (Name of registrant as specified in its Charter) Del

Sublease Agreement, between Advance Magazine Publishers Inc. and Telaria, Inc., effective December 14, 2017

SUBLEASE -between- ADVANCE MAGAZINE PUBLISHERS INC. as Sublandlord -and- TELARIA, INC. as Subtenant -of- Premises located on the sixteenth (16th) floor -at- 222 Broadway New York, New York [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2. 14767711

Employment Offer Letter by and between the Company and Paul Caine, dated October 6, 2017

EX-10.32 3 tlra10k2017exhibit1032.htm EXHIBIT 10.32 October 6, 2017 Paul Caine By email RE: Offer Letter – Executive Chairman Dear Paul, This letter (the “Agreement”) confirms the agreement between you and Telaria, Inc. (the “Company”) with respect to your continued employment with the Company. You have been appointed as the Executive Chairman of the Board of Directors (the “Board”) of the Company

Employment Offer Letter by and between the Company and Rick Song, dated December 12, 2017

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 26, 2018 Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of

TELARIA REPORTS FOURTH QUARTER 2017 FINANCIAL RESULTS Full year revenue grows more than 50%; record quarterly revenue of $15.0 million and Adjusted EBITDA of $3.0 million with 20% Adjusted EBITDA margins

Exhibit TELARIA REPORTS FOURTH QUARTER 2017 FINANCIAL RESULTS Full year revenue grows more than 50%; record quarterly revenue of $15.

Joint Filing Agreement

EX-99.1 Exhibit 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each

TRMR / Tremor Video, Inc. / W CAPITAL PARTNERS II L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Telaria, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 879181105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

TRMR / Tremor Video, Inc. / Canaan VII LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Telaria, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 879181105 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

Joint Filing Agreement

EX-99.1 EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2018 (January 26, 2018) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction of incorporation) (

TRMR / Tremor Video, Inc. / DRAPER FISHER JURVETSON GROWTH FUND 2006 LP - SC 13G/A | AMENDMENT NO. 3 Passive Investment

SC 13G/A | Amendment No. 3 Securities and Exchange Commission Washington, DC 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 3)* Telaria, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 879181105 (CUSIP Number) December 31,

Pursuant to Rule

EX-99.1 2 d538636dex991.htm EX-99.1 CUSIP NUMBER 879181105 13G Page 33 of 36 Pages Exhibit 99.1 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2017 (December 14, 2017) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS

TRMR / Tremor Video, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

TELARIA REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS Revenue increases 67% year-over-year with positive Adjusted EBITDA

Exhibit 99.1 TELARIA REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS Revenue increases 67% year-over-year with positive Adjusted EBITDA New York, NY ? November 7, 2017 ? Telaria, Inc. (NYSE:TLRA), a leading video monetization software company, today announced financial results for the quarter ended September 30, 2017 that exceeded expectations across both revenue and Adjusted EBITDA. Third Quarter Hi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 7, 2017 Date of Report (Date of earliest event reported) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporat

Form of Indenture, between the Registrant and one or more trustees to be named

Exhibit 4.3 TELARIA, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 20 Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 1 1.1 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 2.1 Designation and Terms of Securities 4 2.2 Form of Securities and Trustee?s Certificate 6 2.3 Denominations: Provisions for Paymen

Specimen stock certificate evidencing shares of common stock.

Exhibit 4.2 TLRA INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS COMMON STOCK CUSIP 879181 10 5 THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.0001 PAR VALUE, OF TELARIA , INC. transferable only on the books of the Corporation by the holder hereof in person or by Attorney, upon surrender of this Certificate prop

Composite Copy of Amended and Restated Certificate of Incorporation of the Registrant

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TELARIA, INC. (Composite document reflecting amendments through September 11, 2017) I. The name of this company is Telaria, Inc. (the “Company” or the “Corporation”). II. The address of the registered office of this Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Zip

Composite copy of Amended and Restated Certificate of Incorporation, as amended to date and as currently in effect.

Table of Contents As filed with the Securities and Exchange Commission on November 6, 2017 Registration No.

Form of Common Stock Warrant Agreement and Warrant Certificate

EX-4.6 5 a17-252011ex4d6.htm EX-4.6 Exhibit 4.6 TELARIA, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF Table of Contents Page ARTICLE 1 ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES 1 1.1 Issuance Of Warrants 1 1.2 Execution And Delivery Of Warrant Certificates 1 1.3 Issuance Of Warrant Certificates 2 ARTICLE 2 WARRANT PRICE, DURATION AND

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2017 Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorpo

ANALYST & INVESTOR DAY 2017

Exhibit 99.1 ANALYST & INVESTOR DAY 2017 SAFE HARBOR STATEMENT This presentation is for informational purposes only and is not an offer to sell securities or a solicitation of an offer to buy any securities, and may not be related upon in connection with the purchase or sale of any security. Sales and offers to sell Telaria, Inc. securities will only be made in accordance with the Securities Act o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2017 (September 20, 2017) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IR

CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TREMOR VIDEO, INC. (Pursuant to Section 242 of the Delaware General Corporation Law)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TREMOR VIDEO, INC. (Pursuant to Section 242 of the Delaware General Corporation Law) The undersigned hereby certifies and sets forth: 1. The name of the corporation is Tremor Video, Inc. (hereinafter referred to as the ?Corporation?). 2. The Certificate of Incorporation of the Corporation was filed with th

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2017 (September 11, 2017) Telaria, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IR

Tremor Video 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Tremor Video Focuses Business as Pure-Play Sell Side Software Platform Sells Buyer Platform to Taptica · Uniquely Positioned as a High-Growth Programmatic Self Service Video Platform · Transaction Provides $50 Million of Additional Capital for Strate

Exhibit 99.1 FOR IMMEDIATE RELEASE Tremor Video Focuses Business as Pure-Play Sell Side Software Platform Sells Buyer Platform to Taptica ? Uniquely Positioned as a High-Growth Programmatic Self Service Video Platform ? Transaction Provides $50 Million of Additional Capital for Strategic Investment and Expansion August 7, 2017 - New York ? Tremor Video (NYSE: TRMR), a leading video monetization so

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2017 (August 4, 2017) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS E

Tremor Video, Inc. Unaudited Pro Forma Consolidated Financial Statements

Exhibit 99.2 Tremor Video, Inc. Unaudited Pro Forma Consolidated Financial Statements On August 7, 2017, Tremor Video, Inc. (the ?Company?) and ScanScout, Inc. (the ?Subsidiary?) completed the sale to Taptica Ltd. (?Buyer?), an affiliate of Taptica International Ltd, of certain assets and certain liabilities primarily related to the Company?s buyer platform, through which buyers of digital video a

Asset Purchase Agreement, among Telaria, Inc., Scanscout, Inc., Taptica Ltd. and Taptica International Ltd, dated as of August 4, 2017

EX-2.1 2 a17-191071ex2d1.htm EX-2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT among TREMOR VIDEO, INC., SCANSCOUT, INC., TAPTICA LTD. and TAPTICA INTERNATIONAL LTD dated as of AUGUST 4, 2017 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 4, 2017, is entered into among Tremor Video, Inc., a Delaware corporation (“Parent”), ScanScout, Inc., a Delaware corpor

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2017 Date of Report (Date of earliest event reported) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorpo

TREMOR VIDEO REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS Tremor Video exceeds guidance on revenue, Total Spend and Adjusted EBITDA Second quarter revenue increased 32% from prior year

Exhibit 99.1 TREMOR VIDEO REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS Tremor Video exceeds guidance on revenue, Total Spend and Adjusted EBITDA Second quarter revenue increased 32% from prior year NEW YORK, NY (August 3, 2017) ? Tremor Video, Inc. (NYSE:TRMR), a provider of software for video ad effectiveness, today announced financial results for the quarter ended June 30, 2017 that exceeded ex

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2017 (June 2, 2017) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Emplo

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2017 (May 31, 2017) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Emplo

TREMOR VIDEO APPOINTS INDUSTRY LEADER MARK ZAGORSKI AS CHIEF EXECUTIVE OFFICER Programmatic Advertising Pioneer Joins Company to Build on Strong Growth Trajectory

Exhibit 99.1 TREMOR VIDEO APPOINTS INDUSTRY LEADER MARK ZAGORSKI AS CHIEF EXECUTIVE OFFICER Programmatic Advertising Pioneer Joins Company to Build on Strong Growth Trajectory NEW YORK ? June 6, 2017 ? Tremor Video, Inc. (NYSE: TRMR), a provider of software for video ad effectiveness, today announced that Mark Zagorski will be joining the company as its Chief Executive Officer and a member of its

Amended and Restated Employment Offer Letter by and between the Company and Katie Evans, dated March 6, 2017

Exhibit 10.1 February 6, 2017 Paul Caine By email RE: Employment as Interim Chief Executive Officer Dear Paul, Tremor Video, Inc. (the ?Company?) is pleased to offer you the position of Interim Chief Executive Officer (CEO), on the terms set forth in this letter. Subject to the terms of this offer letter, the effective date of your employment will be February 9, 2017 (the ?Start Date?). You will r

Tremor Video 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Amendment to the Employment Offer Letter by and between the Company and John Rego, dated February 7, 2017

Exhibit 10.2 TREMOR VIDEO, INC. 1501 Broadway, Suite 801 New York, NY 10036 February 7, 2017 John Rego By email Dear John: This letter (the “Agreement”) confirms the agreement between you and Tremor Video, Inc. (the “Company”) with respect to certain matters concerning your continued employment with the Company, and hereby amends the terms of your employment offer letter with the Company (the “Off

Transition Agreement by and between the Company and William Day, dated February 6, 2017

Exhibit 10.6 TREMOR VIDEO, INC. 1501 Broadway, Suite 801 New York, New York 10036 February 6, 2017 Bill Day By email Dear Bill: This letter (the “Agreement”) confirms the agreement between you and Tremor Video, Inc. (the “Company”) regarding your continued employment and provision of services to the Company. 1. Transition Period. You have informed the Company of your intent to resign as the Compan

Amended and Restated Employment Offer Letter by and between the Company and Katie Evans, dated March 6, 2017

EX-10.5 6 a17-89131ex10d5.htm EX-10.5 Exhibit 10.5 March 6, 2017 Katie Evans Sent by email RE: Terms of Employment Dear Katie: Effective as of March 6, 2017, you will be promoted to Chief Operating Officer of Tremor Video, Inc. (the “Company”). In connection with your new position, your employment offer letter shall be amended and restated in its entirety as follows: Position and Responsibilities

TREMOR VIDEO, INC. 1501 Broadway, Suite 801 New York, NY 10036 February 7, 2017

Exhibit 10.3 TREMOR VIDEO, INC. 1501 Broadway, Suite 801 New York, NY 10036 February 7, 2017 Adam Lichstein By email Dear Adam: This letter (the “Agreement”) confirms the agreement between you and Tremor Video, Inc. (the “Company”) with respect to certain matters concerning your continued employment with the Company, and hereby amends the terms of your employment offer letter with the Company (the

TREMOR VIDEO, INC. 1501 Broadway, Suite 801 New York, NY 10036 February 7, 2017

EX-10.4 5 a17-89131ex10d4.htm EX-10.4 Exhibit 10.4 TREMOR VIDEO, INC. 1501 Broadway, Suite 801 New York, NY 10036 February 7, 2017 Lauren Wiener By email Dear Lauren: This letter (the “Agreement”) confirms the agreement between you and Tremor Video, Inc. (the “Company”) with respect to certain matters concerning your continued employment with the Company, and hereby amends the terms of your offer

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2017 Date of Report (Date of earliest event reported) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporat

TREMOR VIDEO REPORTS STRONG FIRST QUARTER 2017 RESULTS; BUILDING ON MOMENTUM, INCREASES 2017 OUTLOOK Tremor Video beats guidance across all three metrics First quarter revenue increased 20% from prior year

Exhibit 99.1 TREMOR VIDEO REPORTS STRONG FIRST QUARTER 2017 RESULTS; BUILDING ON MOMENTUM, INCREASES 2017 OUTLOOK Tremor Video beats guidance across all three metrics First quarter revenue increased 20% from prior year NEW YORK, NY (May 9, 2017) ? Tremor Video, Inc. (NYSE:TRMR), a provider of software for video ad effectiveness, today announced financial results for the first quarter ended March 3

Tremor Video DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Tremor Video DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

EX-99.1

Exhibit 99.1 FORM 3 JOINT FILER INFORMATION Names of Joint Filers: W Capital Partners II, L.P. WCP GP II, L.P. WCP GP II, LLC Address of Joint Filers: c/o W Capital Partners 400 Park Avenue, Suite 910 New York, NY 10022 Designated Filer: W Capital Partners II, L.P. Issuer and Ticker Symbol: Tremor Video, Inc. [TRMR] Date of Event: March 10, 2017 Signatures of Joint Filers: W Capital Partners II, L

Registration No. 333-216609,

As filed with the Securities and Exchange Commission on March 10, 2017 Registration No.

TREMOR VIDEO, INC. STOCK OPTION GRANT NOTICE (INDUCEMENT GRANT OUTSIDE OF 2013 EQUITY INCENTIVE PLAN)

Exhibit 99.2 TREMOR VIDEO, INC. STOCK OPTION GRANT NOTICE (INDUCEMENT GRANT OUTSIDE OF 2013 EQUITY INCENTIVE PLAN) As an inducement material to Optionholder?s entering into employment with Tremor Video, Inc. (the ?Company?), the Company hereby grants to Optionholder an option to purchase the number of shares of the Company?s Common Stock set forth below. This option is granted outside of the Compa

Tremor Video 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35982 TREMOR V

Amended and Restated Loan and Security Agreement by and between the Registrant and Silicon Valley Bank, dated as of January 27, 2017

Exhibit 10.2 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of January 27, 2017 (the “Effective Date”) by and between SILICON VALLEY BANK, a California corporation with a loan production office located at 505 5th Avenue, 11th Floor, New York, New York 10017 (“Bank”), and TREMOR VIDEO, INC., a Delaware corporation (

Non-Employee Director Compensation Plan.

Exhibit 10.17 SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Pursuant to our non-employee director compensation policy, non-employee directors will be compensated $55,000 annually for their services and will not receive any additional compensation for any regular board meeting attended. Our lead non-employee director will receive an additional annual retainer of $20,000. Non-employee directo

Subsidiaries of Tremor Video, Inc.

Exhibit 21.1 Subsidiaries of Tremor Video, Inc. Subsidary Name Jurisdiction of Incorporation Tremor Video GmbH Germany Tremor Video Video Limited England and Wales TremorVideo Pte. Ltd. Singapore Tremor Video Canada, Inc. Delaware, USA ScanScout, Inc. Delaware, USA Transpera, Inc. Delaware, USA Tremor Video (Australia) Pty Ltd Australia The Video Network Pty Ltd. Australia TVN Pte. Ltd. Singapore

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2017 (March 6, 2017) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Emp

TLRA / Telaria, Inc. / Meritech Capital Partners III LP - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 2) * Tremor Video, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 89484Q100 (CUSIP Number) December 31, 2016 (Date of Event Which Require

TLRA / Telaria, Inc. / Masthead Venture Partners Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Tremor Video, Inc. (Name of Issuer) Common (Title of Class of Securities) 89484Q100 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

TREMOR VIDEO REPORTS STRONG FULL-YEAR AND RECORD FOURTH-QUARTER 2016 FINANCIAL RESULTS; ANNOUNCES CEO TRANSITION

Exhibit 99.1 TREMOR VIDEO REPORTS STRONG FULL-YEAR AND RECORD FOURTH-QUARTER 2016 FINANCIAL RESULTS; ANNOUNCES CEO TRANSITION NEW YORK, NY (February 9, 2017) ? Tremor Video, Inc. (NYSE:TRMR), a provider of software for video ad effectiveness, today announced record financial results for the fourth quarter and full year ended December 31, 2016, meeting or exceeding expectations across all metrics,

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2017 (February 6, 2017) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (I

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2017 (January 27, 2017) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (I

Pursuant to Rule

EX-99.1 CUSIP NUMBER 89484Q100 13G Page 33 of 36 Pages Exhibit 99.1 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them. Dated: January 26, 2017 Drap

TLRA / Telaria, Inc. / DRAPER FISHER JURVETSON GROWTH FUND 2006 LP - SC 13G/A | AMENDMENT NO. 2 Passive Investment

SC 13G/A | Amendment No. 2 Securities and Exchange Commission Washington, DC 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No. 2)* Tremor Video, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 89484Q100 (CUSIP Number) December

TLRA / Telaria, Inc. / Canaan VII LP - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Tremor Video, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 89484Q100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2017 (January 6, 2017) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IR

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2017 (December 28, 2016) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (I

SEVENTH LOAN MODIFICATION AGREEMENT

EX-10.1 2 a17-12011ex10d1.htm EX-10.1 Exhibit 10.1 SEVENTH LOAN MODIFICATION AGREEMENT This Seventh Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of December 28, 2016, and is effective as of December 30, 2016, by and between SILICON VALLEY BANK, a California corporation, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 a

Tremor Video 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

TREMOR VIDEO REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS

Exhibit 99.1 TREMOR VIDEO REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS New York, NY ? November 3, 2016 ? Tremor Video, Inc. (NYSE:TRMR), a provider of software for video ad effectiveness, today announced financial results for the quarter ended September 30, 2016. Third Quarter 2016 Highlights: ? Revenue of $41.3 million, down 1% year-over-year ? Total Spend(1) of $63.5 million, up 29% year-over-ye

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 3, 2016 Date of Report (Date of earliest event reported) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incor

Tremor Video 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2016 Date of Report (Date of earliest event reported) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorpo

TREMOR VIDEO REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS

Exhibit 99.1 TREMOR VIDEO REPORTS SECOND QUARTER 2016 FINANCIAL RESULTS New York, NY ? August 4, 2016 ? Tremor Video, Inc. (NYSE:TRMR), a provider of software for video ad effectiveness, today announced financial results for the quarter ended June 30, 2016. Second Quarter 2016 Highlights: ? Revenue of $37.1 million, down 12% year-over-year ? Total Spend(1) of $54.7 million, up 19% year-over-year ?

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2016 (June 3, 2016) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Emplo

EX-24

EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, and if such undersigned is not a natural person, acting by and through one of its authorized representatives, hereby constitutes and appoints each of Guy M.

Tremor Video 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Second Amendment to the Agreement of Lease, by and between the Company and Paramount Leasehold, L.P., dated as of October 27, 2014

Exhibit 10.1 SECOND AMENDMENT OF LEASE dated as of February , 2016 by and between PARAMOUNT LEASEHOLD L.P., a New York limited partnership, having its office at 1501 Broadway, 19th Floor, New York, New York 10036 (?Landlord?), and TREMOR VIDEO, INC., a Delaware corporation having its office at 1501 Broadway, 8th Floor, New York, New York 10036 (?Tenant?). W I T N E S S E T H: WHEREAS, the parties

TREMOR VIDEO REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS First quarter Total Spend increases 26% from prior year

Exhibit 99.1 TREMOR VIDEO REPORTS FIRST QUARTER 2016 FINANCIAL RESULTS First quarter Total Spend increases 26% from prior year New York, NY ? May 5, 2016 ? Tremor Video, Inc. (NYSE:TRMR), a provider of software for video ad effectiveness, today announced financial results for the quarter ended March 31, 2016. First Quarter 2016 Highlights: ? Total Spend(1) of $51.2 million, up 26% year-over-year ?

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 5, 2016 Date of Report (Date of earliest event reported) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorporat

Tremor Video DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

Tremor Video DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

TREMOR VIDEO, INC. STOCK OPTION GRANT NOTICE (INDUCEMENT GRANT OUTSIDE OF 2013 EQUITY INCENTIVE PLAN)

Exhibit 99.3 TREMOR VIDEO, INC. STOCK OPTION GRANT NOTICE (INDUCEMENT GRANT OUTSIDE OF 2013 EQUITY INCENTIVE PLAN) As an inducement material to Optionholder?s entering into employment with Tremor Video, Inc. (the ?Company?), the Company hereby grants to Optionholder an option to purchase the number of shares of the Company?s Common Stock set forth below. This option is granted outside of the Compa

TREMOR VIDEO, INC. STOCK OPTION GRANT NOTICE (INDUCEMENT GRANT OUTSIDE OF 2013 EQUITY INCENTIVE PLAN)

Exhibit 99.2 TREMOR VIDEO, INC. STOCK OPTION GRANT NOTICE (INDUCEMENT GRANT OUTSIDE OF 2013 EQUITY INCENTIVE PLAN) As an inducement material to Optionholder?s entering into employment with Tremor Video, Inc. (the ?Company?), the Company hereby grants to Optionholder an option to purchase the number of shares of the Company?s Common Stock set forth below. This option is granted outside of the Compa

Registration No. 333-210242,

S-8 1 a16-67111s8.htm S-8 As filed with the Securities and Exchange Commission on March 16, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 20-5480343 (State of incorporation or organization) (I.R.S. e

Tremor Video 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-35982 TREMOR V

October 1, 2015

EX-10.28 2 a15-231941ex10d28.htm EX-10.28 Exhibit 10.28 October 1, 2015 John Walsh [Address] RE: Terms of Employment Dear John: Tremor Video, Inc. (the “Company”) is pleased to offer you the position of Head of Technology and Product on the terms set forth in this letter. Your first day of employment with the Company shall be October 19, unless otherwise agreed by you and the Company’s Chief Execu

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition

8-K 1 a16-570818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2016 (March 2, 2016) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdi

TREMOR VIDEO REPORTS FULL YEAR AND FOURTH QUARTER 2015 FINANCIAL RESULTS Full year Total Spend increases 28% from prior year

Exhibit 99.1 TREMOR VIDEO REPORTS FULL YEAR AND FOURTH QUARTER 2015 FINANCIAL RESULTS Full year Total Spend increases 28% from prior year New York, NY ?March 3, 2016 ? Tremor Video, Inc. (NYSE:TRMR), the premium video marketplace that provides buyers and sellers with software for video ad effectiveness, today announced financial results for the fourth quarter and full year ended December 31, 2015.

Tremor Video ESP

Peyton Worley +1 212 479 6349 [email protected] February 23, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Carlos Pacho Christine Adams Ivette Leon Re: Tremor Video, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Fiscal Quarter Ended September 30, 2015 File No. 001-35982 Ladies and Gentlemen: On behalf of Tremor Vid

Tremor Video ESP

Peyton Worley +1 212 479 6349 [email protected] CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK ?[XXXX].? THE OMITTED PORTIONS ARE BRACKETED I

TLRA / Telaria, Inc. / Masthead Venture Partners Capital LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Tremor Video, Inc. (Name of Issuer) Common (Title of Class of Securities) 89484Q100 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

EX-99.1

Exhibit 99.1 FORM 5 JOINT FILER INFORMATION Names of Joint Filers: W Capital Partners II, L.P. WCP GP II, L.P. WCP GP II, LLC Address of Joint Filers: c/o W Capital Partners 400 Park Avenue, Suite 910 New York, NY 10022 Designated Filer: W Capital Partners II, L.P. Issuer and Ticker Symbol: Tremor Video, Inc. [TRMR] Date of Event: August 20, 2015 Signatures of Joint Filers: W Capital Partners II,

TLRA / Telaria, Inc. / W CAPITAL PARTNERS II L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Tremor Video, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 89484Q100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Tremor Video ESP

Peyton Worley +1 212 479 6349 [email protected] VIA EDGAR February 5, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Carlos Pacho Christine Adams Ivette Leon Re: Tremor Video, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Fiscal Quarter Ended September 30, 2015 File No. 001-35982 Ladies and Gentlemen: On behalf of T

Tremor Video ESP

Peyton Worley +1 212 479 6349 [email protected] VIA EDGAR December 22, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Carlos Pacho Christine Adams Ivette Leon Re: Tremor Video, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Fiscal Quarter Ended September 30, 2015 File No. 001-35982 Ladies and Gentlemen: On behalf of

Tremor Video ESP

Peyton Worley +1 212 479 6349 [email protected] VIA EDGAR December 15, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Carlos Pacho Christine Adams Ivette Leon Re: Tremor Video, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Fiscal Quarter Ended September 30, 2015 File No. 001-35982 Ladies and Gentlemen: On behalf of

Tremor Video ESP

Peyton Worley +1 212 479 6349 [email protected] VIA EDGAR November 24, 2015 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Carlos Pacho Christine Adams Ivette Leon Re: Tremor Video, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Form 10-Q for the Fiscal Quarter Ended September 30, 2015 File No. 001-35982 Ladies and Gentlemen: On behalf of

TREMOR VIDEO REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS Quarterly revenue grows to a record $49.3 million, up over 26% year-over-year

Exhibit 99.1 TREMOR VIDEO REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS Quarterly revenue grows to a record $49.3 million, up over 26% year-over-year ? Revenue grew 26.2% year-over-year to a record $49.3 million ? Gross profit grew 17.4% year-over-year to $17.6 million ? Net loss of ($28.6) million, including ($22.7) million in non-cash impairment charges ? Net loss per share of ($0.55), including

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2015 Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of inco

Registration No. 333-206282,

As filed with the Securities and Exchange Commission on August 10, 2015 Registration No.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2015 (August 3, 2015) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS E

Tremor Video Hires John Rego as Chief Financial Officer Virgin Galactic and Former Vonage CFO Joins Company with More Than 30 Years Experience as a Senior Finance Executive

Exhibit 99.1 Tremor Video Hires John Rego as Chief Financial Officer Virgin Galactic and Former Vonage CFO Joins Company with More Than 30 Years Experience as a Senior Finance Executive August 6th, New York, NY ? Tremor Video, Inc. (NYSE: TRMR), the premium video marketplace elevating brand advertising effectiveness across all screens, today announced that it has hired John Rego as Chief Financial

TREMOR VIDEO REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS Quarterly revenue grows to a record $46.1 million

Exhibit 99.1 TREMOR VIDEO REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS Quarterly revenue grows to a record $46.1 million ? Revenue grew 5.4% year-over-year to a record $46.1 million ? Gross profit grew 21.6% year-over-year to a record $18.0 million ? Net loss of ($5.2) million and Non-GAAP Adjusted EBITDA of ($1.3) million ? Net loss per share of ($0.10) and Non-GAAP Adjusted EBITDA per share of

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorp

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2015 (May 29, 2015) Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Emplo

TREMOR VIDEO REPORTS FIRST QUARTER 2015 FINANCIAL RESULTS First Quarter 2015 Revenue Grows Over 16%

Exhibit 99.1 TREMOR VIDEO REPORTS FIRST QUARTER 2015 FINANCIAL RESULTS First Quarter 2015 Revenue Grows Over 16% For the first quarter: ? Total revenue grew 16.4% year-over-year to $40.6 million ? Net loss of ($7.0) million; Non-GAAP Adjusted EBITDA of ($3.9) million ? Net loss per share of ($0.14); Non-GAAP Adjusted EBITDA per share of ($0.08) New York, NY ?May 7, 2015 ? Tremor Video, Inc. (NYSE:

Tremor Video 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2015 Tremor Video, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35982 20-5480343 (State or other jurisdiction (Commission (IRS Employer of incorpora