TLRA Telaria Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
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 * Zagorski Mark	2. Issuer Name and Ticker or Trading Symbol Telaria, Inc. [ TLRA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) C/O TELARIA, INC., 222 BROADWAY, 16TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 2/14/2020
(Street) NEW YORK, NY 10038 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		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	2/14/2020		M		37152	A	$0.00 (1)	156830	D
Common Stock	2/14/2020		F(2)		19794	D	$11.81	137036	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (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
Restricted Stock Unit (1)	$0.00 (1)	2/14/2020		M			19231	(3)	(3)	Common Stock	19231	$0.00 (1)	38461	D
Restricted Stock Unit (1)	$0.00 (1)	2/14/2020		M			17921	(4)	(4)	Common Stock	17921	$0.00 (1)	53763	D

Explanation of Responses:
(1)	Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
(2)	The transaction reported represents the non-discretionary withholding of shares to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of restricted stock units.
(3)	Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan. 25% of the total shares underlying the restricted stock unit grant vested on each of February 14, 2019 and February 14, 2020. The remaining shares underlying the restricted stock unit grant will vest in two equal installments on each of February 14, 2021 and February 14, 2022, provided the reporting person continues to provide services to the issuer on each such vesting date. This restricted stock unit grant is subject to partial accelerated vesting upon the closing of a change of control transaction and full accelerated vesting following a change in control transaction and termination under certain circumstances within a specified period of time following the closing of a change in control transaction.
(4)	Grant to the reporting person of a restricted stock unit under the issuer's 2013 Equity Incentive Plan. 25% of the total shares underlying the restricted stock unit grant vested on February 14, 2020. The remaining shares underlying the restricted stock unit grant will vest in three equal installments on each of February 14, 2021, February 14, 2022 and February 14, 2023, provided the reporting person continues to provide services to the issuer on each such vesting date. This restricted stock unit grant is subject to partial accelerated vesting upon the closing of a change of control transaction and full accelerated vesting following a change in control transaction and termination under certain circumstances within a specified period of time following the closing of a change in control transaction.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Zagorski Mark C/O TELARIA, INC. 222 BROADWAY, 16TH FLOOR NEW YORK, NY 10038	X		Chief Executive Officer

Signatures
/s/Aaron Saltz, Attorney-in-Fact		2/19/2020
**Signature of Reporting Person		Date