SEC FORM 3

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SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Jordan Len

(Last)

(First)

(Middle)

999 THIRD AVE.

34TH FLOOR

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/05/2015

3. Issuer Name and Ticker or Trading Symbol
MaxPoint Interactive, Inc. [ MXPT ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	3,690,493	⁽¹⁾	I	By Madrona Venture Fund IV, L.P.
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽³⁾	94,057	⁽¹⁾	I	By Madrona Venture Fund IV-A, L.P.
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	702,863	⁽¹⁾	I	By Madrona Venture Fund IV, L.P.
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽³⁾	17,913	⁽¹⁾	I	By Madrona Venture Fund IV-A, L.P.

Explanation of Responses:

1. Each share of convertible preferred stock will be automatically converted into one (1) share of Common Stock immediately prior to the closing of the Issuer's initial public offering of Common Stock and has no expiration date.

2. Shares held directly by Madrona Venture Fund IV, L.P. ("Madrona Fund IV"). The Reporting Person is a managing director of Madrona IV General Partner, LLC, the general partner of Madrona Investment Partners IV, L.P., itself the general partner of Madrona Venture Fund IV and Madrona Venture Fund IV A, L.P. ("Madrona Fund IV A", and together with "Madrona Fund IV", the "Madrona Venture Funds"), and has shared voting and dispositive power with regard to the shares directly held by the Madrona Venture Funds. Mr. Jordan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. The undersigned serves as the representative of the Madrona Venture Funds on the Issuer's board of directors.

3. Shares held directly by Madrona Venture Fund IV-A. The Reporting Person is a managing director of Madrona IV General Partner, LLC, the general partner of Madrona Investment Partners IV, L.P., itself the general partner of Madrona Venture Fund IV and Madrona Venture Fund IV-A, and has shared voting and dispositive power with regard to the shares directly held by the Madrona Venture Funds. Mr. Jordan disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. The undersigned serves as the representative of the Madrona Venture Funds on the Issuer's board of directors.

Remarks:

	/s/ Meaghan S. Nelson, Attorney-in-fact	03/05/2015
	** 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 Number.