FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, or Section 30(h) of the Investment Company Act of 1940 |
OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden hours per response... |
0.5 |
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(Print or Type Responses)
1. Name and Address of Reporting Person * |
Palmieri Paul J. |
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2. Issuer Name and Ticker or Trading Symbol
Millennial Media Inc. [MM] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director |
__X__ 10% Owner |
__X__ Officer (give title below) |
_____ Other (specify below) |
President and CEO |
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C/O MILLENNIAL MEDIA, INC., 2400 BOSTON STREET, SUITE 201 |
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2012 |
BALTIMORE, MD 21224 |
4. If Amendment, Date Original Filed (Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) |
2. Transaction Date (Month/Day/Year) |
2A. Deemed Execution Date, if any (Month/Day/Year) |
3. Transaction Code
(Instr.  |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership
(Instr. 4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Common Stock (1) |
09/11/2012 |
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A |
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81,200 (2) |
A |
$ 0 |
6,000,729 |
D |
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Common Stock |
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|
|
|
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737,528 |
I |
By GRAT (3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security |
3. Transaction Date (Month/Day/Year) |
3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code
(Instr. |
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Underlying Securities
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) |
11. Nature of Indirect Beneficial Ownership
(Instr. 4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Reporting Owners
Reporting Owner Name / Address |
Relationships |
Director |
10% Owner |
Officer |
Other |
Palmieri Paul J.
C/O MILLENNIAL MEDIA, INC.
2400 BOSTON STREET, SUITE 201
BALTIMORE, MD 21224 |
X |
X |
President and CEO |
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Explanation of Responses:
( 1) |
This security represents restricted stock units granted to the reporting person. Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer. |
( 2) |
The shares underlying these restricted stock units vest over a period of four years, in equal quarterly installments beginning on November 15, 2012, subject to the reporting person's continuous service with the issuer as of the applicable vesting date, and subject to accelerated vesting in specified circumstances. |
( 3) |
The shares are held by The Paul Palmieri 2010 Grantor Retained Annuity Trust, of which the reporting person is the trustee. |
Signatures
/s/ Brian F. Leaf, Attorney-in-fact |
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09/13/2012 |
** 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 4(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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. |
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