Amended Statement of Ownership (sc 13g/a)
13 February 2020 - 1:48AM
Edgar (US Regulatory)
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 filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of
this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. 89484Q100
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13G
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Page 1 of 11 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Masthead Venture Partners Capital, L.P. (MVPC LP)
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2.
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Partnership
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
2,952,065 shares, except that Masthead Fund General Partner, LLC (“GP”), the general partner of MVPC
LP, may be deemed to have sole voting power with respect to such shares, and Braden M. Bohrmann (“Bohrmann”),
Daniel K. Flatley (“Flatley”), Richard W. Levandov (“Levandov”), Brian D. Owen (“Owen”),
and Stephen K. Smith (“Smith”), the managing members of GP, may be deemed to have shared voting power with respect
to such shares.
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6.
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SHARED VOTING POWER
See response to row 5
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7.
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SOLE DISPOSITIVE POWER
2,952,065 shares, except that Masthead Fund General Partner, LLC (“GP”), the general partner of MVPC LP, may be
deemed to have sole dispositive power with respect to such shares, and Braden M. Bohrmann (“Bohrmann”), Daniel
K. Flatley (“Flatley”), Richard W. Levandov (“Levandov”), Brian D. Owen (“Owen”), and
Stephen K. Smith (“Smith”), the managing members of GP, may be deemed to have shared dispositive power with respect
to such shares.
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8.
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SHARED DISPOSITIVE POWER
See response to row 7
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,952,065
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10.
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.34% (1)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(1)
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The percent of class was calculated based on 46,571,809 shares of common
stock outstanding as of October 31, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period
ended September 30, 2018, as filed with the Securities and Exchange Commission on November 6, 2019.
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CUSIP No. 89484Q100
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13G
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Page 2 of 11 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Masthead Fund General Partner, LLC (GP)
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2.
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware Limited Liability Company
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
2,952,065 shares, all of which are held by MVPC LP, for whom GP serves as General Partner except that Braden M. Bohrmann (“Bohrmann”),
Daniel K. Flatley (“Flatley”), Richard W. Levandov (“Levandov”), Brian D. Owen (“Owen”),
and Stephen K. Smith (“Smith”), the managing members of GP, may be deemed to have shared voting power with respect
to such shares.
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6.
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SHARED VOTING POWER
See response to row 5
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7.
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SOLE DISPOSITIVE POWER
2,952,065 shares, all of which are held by MVPC LP, for whom GP serves as General Partner except that Braden M. Bohrmann (“Bohrmann”),
Daniel K. Flatley (“Flatley”), Richard W. Levandov (“Levandov”), Brian D. Owen (“Owen”),
and Stephen K. Smith (“Smith”), the managing members of GP, may be deemed to have shared dispositive power with
respect to such shares.
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8.
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SHARED DISPOSITIVE POWER
See response to row 7
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,952,065
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10.
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.34%
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 89484Q100
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13G
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Page 3 of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Braden M. Bohrmann (“Bohrmann”)
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2.
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CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,952,065 shares, held by MVPC LP . GP is the general partner of MVPC LP and Bohrmann, as a managing member of
GP, may be deemed to have shared power to vote these shares.
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7.
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SOLE DISPOSITIVE POWER
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8.
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SHARED DISPOSITIVE POWER
2,952,065 shares, held by MVPC LP . GP is the general partner of MVPC LP and Bohrmann, as a managing member of
GP, may be deemed to have shared power to dispose of these shares.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,952,065
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10.
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.34%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 89484Q100
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13G
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Page 4 of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel K. Flatley (“Flatley”)
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2.
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
60,884 shares
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6.
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SHARED VOTING POWER
2,952,065 shares, held by MVPC LP. GP is the general partner of MVPC LP and Flatley, as a managing member of GP,
may be deemed to have shared power to vote these shares.
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7.
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SOLE DISPOSITIVE POWER
60,884 shares
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8.
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SHARED DISPOSITIVE POWER
2,952,065 shares, held by MVPC LP. GP is the general partner of MVPC LP and Flatley, as a managing member of GP,
may be deemed to have shared power to dispose of these shares.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
3,012,949
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10.
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.47%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 89484Q100
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13G
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Page 5 of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard W. Levandov (“Levandov”)
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2.
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,952,065 shares, held by MVPC LP. GP is the general partner of MVPC LP and Levandov, as a managing member of GP,
may be deemed to have shared power to vote these shares.
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
2,952,065 shares, held by MVPC LP. GP is the general partner of MVPC LP and Levandov, as a managing member of GP,
may be deemed to have shared power to dispose of these shares.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,952,065
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10.
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.34%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 89484Q100
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13G
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Page 6 of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brian D. Owen (“Owen”)
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2.
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
2,952,065 shares, held by MVPC LP. GP is the general partner of MVPC LP and Owen, as a managing member of GP, may
be deemed to have shared power to vote these shares.
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
2,952,065 shares, held by MVPC LP. GP is the general partner of MVPC LP and Owen, as a managing member of GP, may
be deemed to have shared power to dispose of these shares.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,952,065
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10.
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.34%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 89484Q100
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13G
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Page 7 of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen K. Smith (“Smith”)
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2.
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CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
US Citizen
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
30 shares
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6.
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SHARED VOTING POWER
2,952,065 shares, held by MVPC LP. GP is the general partner of MVPC LP and Smith, as a managing member of GP,
may be deemed to have shared power to vote these shares.
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7.
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SOLE DISPOSITIVE POWER
30 shares
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8.
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SHARED DISPOSITIVE POWER
2,952,065 shares, held by MVPC LP. GP is the general partner of MVPC LP and Smith, as a managing member of GP,
may be deemed to have shared power to dispose of these shares.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
2,982,065
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10.
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
6.34%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 89484Q100
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13G
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Page 8 of 11 Pages
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Item 1.
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(a)
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Name of Issuer
Telaria, Inc. (Formerly Tremor Video, Inc.)
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(b)
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Address of Issuer’s
Principal Executive Offices
222 Broadway F1 16
New York, NY 10038
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Item 2.
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(a)
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Name of Person Filing
This statement is filed by Masthead Venture Partners Capital, LP (“MVPC LP”), Masthead Fund General Partner LLC
(“GP”), General Partner of MVPC LP, and Braden M. Bohrmann (“Bohrmann”), Daniel K. Flatley (“Flatley”),
Richard W. Levandov (“Levandov”), Brian D. Owen (“Owen”), and Stephen K. Smith (“Smith”),
the managing members of GP.
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(b)
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Address of the Principal
Office or, if none, residence
301 Newbury Street #241
Danvers, MA 01923
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(c)
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Citizenship
MVPC is a Delaware Limited Partnership; GP is a Delaware Limited Liability Company; Bohrmann, Flatley, Levandov, Owen and
Smith are U.S. Citizens
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(d)
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Title of Class of Securities
Common
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(e)
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CUSIP Number
89484Q100
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Item 3. If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. 89484Q100
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13G
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Page 9 of 11 Pages
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Item 4. Ownership.
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(a)
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Amount beneficially owned: See row 9 of the cover page for each reporting
person
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(b)
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Percent of class: 6.34%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote See row 5 of the cover page for each
reporting person.
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(ii)
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Shared power to vote or to direct the vote See row 6 of the cover page for each
reporting person..
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(iii)
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Sole power to dispose or to direct the disposition of See row 7 of the cover
page for each reporting person..
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(iv)
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Shared power to dispose or to direct the disposition of See row 8 of the cover
page for each reporting person..
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Item 5. Ownership
of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership
of More than Five Percent on Behalf of Another Person.
Not
applicable
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable
Item 8. Identification
and Classification of Members of the Group.
Not
applicable
Item 9. Notice
of Dissolution of Group.
Not
applicable
Item 10. Certification.
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
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CUSIP No. 89484Q100
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13G
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Page 10 of 11 Pages
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After reasonable
inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
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February
12, 2020
Date
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Masthead Venture Partners Capital, L.P.
By Masthead Fund General Partner, LLC, General Partner
/s/ Braden M. Bohrmann
By Braden M. Bohrmann
Managing Member
Masthead Fund General Partner, LLC
/s/ Braden M. Bohrmann
By Braden M. Bohrmann
Managing Member
/s/ Braden M. Bohrmann
Braden M. Bohrmann
/s/ Daniel K. Flatley
Daniel K. Flatley
/s/ Richard W. Levandov
Richard W. Levandov
/s/ Brian D. Owen
Brian D. Owen
/s/ Stephen K. Smith
Stephen K. Smith
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CUSIP No. 89484Q100
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13G
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Page 11 of 11 Pages
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Joint
Filing Agreement
In accordance with Rule 13d-1(k)(1)
under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information
required by Schedule 13G need be filed by each of the undersigned with respect to the ownership by each of the undersigned
of shares of stock of Tremor Video, Inc. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original.
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February
12, 2020
Date
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Masthead Venture Partners
Capital, L.P.
By Masthead Fund General
Partner, LLC, General Partner
/s/ Braden M. Bohrmann
By Braden M. Bohrmann
Managing Member
Masthead Fund General
Partner, LLC
/s/ Braden M. Bohrmann
By Braden M. Bohrmann
Managing Member
/s/ Braden M. Bohrmann
Braden M. Bohrmann
/s/ Daniel K. Flatley
Daniel K. Flatley
/s/ Richard W. Levandov
Richard W. Levandov
/s/ Brian D. Owen
Brian D. Owen
/s/ Stephen K. Smith
Stephen K. Smith
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