FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ADOBE SYSTEMS INC

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/10/2016 

3. Issuer Name and Ticker or Trading Symbol

TUBEMOGUL INC [TUBE]

(Last)        (First)        (Middle)

345 PARK AVENUE

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

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

(Street)

SAN JOSE, CA 95110       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
No securities are beneficially owned   (1) (2) 0   D   (1) (2)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Each of the Reporting Persons may be deemed to have become a 10% Owner of the Issuer in connection with the entry into certain Tender and Support Agreements dated November 10, 2016 (the "Tender Agreements"), by Adobe Systems Incorporated and Tiger Acquisition Corporation, and each of Brett Wilson, Keith Eadie, Eric Deeds, Ajay Chopra, Ashu Garg, David Toth, Russell Fradin, Jack Lazar, Trinity Ventures X, L.P., Trinity X Entrepreneurs' Fund, L.P., and Trinity X Side-By-Side Fund, L.P. (each, a "Stockholder"), representing an aggregate of 6,888,463 shares of Issuer common stock beneficially owned by the Stockholders. The Tender Agreements were entered into in connection with the Agreement and Plan of Merger, dated November 10, 2016, by and among the Reporting Persons and the Issuer.
( 2)  The Reporting Persons exercise voting power in limited situations over such shares of Issuer common stock through the grant of an irrevocable proxy by each of the Stockholders in the Tender Agreements. The Reporting Persons have no pecuniary interest in any of such shares of Issuer common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ADOBE SYSTEMS INC
345 PARK AVENUE
SAN JOSE, CA 95110
X

Tiger Acquisition Corp
345 PARK AVENUE
SAN JOSE, CA 95110
X


Signatures
/s/ Justin Judd Adobe Systems Incorporated 11/18/2016
** Signature of Reporting Person Date

/s/ Justin Judd Tiger Acquisition Corporation 11/18/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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