Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] 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
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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 ^* Evans Katie Seitz	2. Issuer Name and Ticker or Trading Symbol Telaria, Inc. [ TLRA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer
(Last) (First) (Middle) C/O TELARIA, INC., 222 BROADWAY, 16TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 4/1/2020
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	4/1/2020		D		215407	D	⁽¹⁾	0	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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.11	4/1/2020		D			488	⁽²⁾	6/24/2020	Common Stock	488	$0.00	0	D
Stock Option (Right to Buy)	$4.28	4/1/2020		D			1333	⁽²⁾	2/3/2021	Common Stock	1333	$0.00	0	D
Stock Option (Right to Buy)	$4.28	4/1/2020		D			1333	⁽²⁾	6/8/2021	Common Stock	1333	$0.00	0	D
Stock Option (Right to Buy)	$5.01	4/1/2020		D			2666	⁽²⁾	7/26/2022	Common Stock	2666	$0.00	0	D
Stock Opton (Right to Buy)	$5.01	4/1/2020		D			2666	⁽²⁾	7/19/2022	Common Stock	2666	$0.00	0	D
Stock Option (Right to Buy)	$5.90	4/1/2020		D			6666	⁽²⁾	3/5/2023	Common Stock	6666	$0.00	0	D
Stock Option (Right to Buy)	$8.37	4/1/2020		D			5000	⁽²⁾	7/31/2023	Common Stock	5000	$0.00	0	D
Stock Option (Right to Buy)	$4.27	4/1/2020		D			21231	⁽²⁾	12/5/2023	Common Stock	21231	$0.00	0	D
Stock Option (Right to Buy)	$3.90	4/1/2020		D			51883	⁽²⁾	2/27/2028	Common Stock	51883	$0.00	0	D
Stock Option (Right to Buy)	$5.58	4/1/2020		D			31004	⁽²⁾	2/28/2029	Common Stock	31004	$0.00	0	D
Restricted Stock Unit ⁽³⁾	$0.00	4/1/2020		D			12500	⁽⁴⁾	⁽⁴⁾	Common Stock	12500	$0.00	0	D
Restricted Stock Unit ⁽³⁾	$0.00	4/1/2020		D			31250	⁽⁴⁾	⁽⁴⁾	Common Stock	31250	$0.00	0	D
Restricted Stock Unit ⁽³⁾	$0.00	4/1/2020		D			12820	⁽⁴⁾	⁽⁴⁾	Common Stock	12820	$0.00	0	D
Restricted Stock Unit ⁽³⁾	$0.00	4/1/2020		D			34722	⁽⁴⁾	⁽⁴⁾	Common Stock	34722	$0.00	0	D

Explanation of Responses:
(1)	On April 1, 2020, the effective date (the "Effective Date") of the merger between the Issuer and The Rubicon Project, Inc. ("Rubicon"), each share of Issuer common stock was exchanged for 1.082 shares of Rubicon common stock.
(2)	These options were assumed by Rubicon pursuant to the merger agreement on the Effective Date with the same vesting and other terms at the rate of 1.082 Rubicon options for each Issuer option, rounded down to the nearest whole share, and with an exercise price per share of each Rubicon option equal to the exercise price herein divided by 1.082, rounded up to the nearest cent.
(3)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(4)	On the Effective Date, pursuant to the merger agreement, restricted stock units were assumed by Rubicon, with the same vesting and other terms, at an exchange ratio of 1.082 Rubicon restricted stock units for each Issuer restricted stock unit reported herein, rounded down to the nearest whole share.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Evans Katie Seitz C/O TELARIA, INC. 222 BROADWAY, 16TH FLOOR NEW YORK, NY 10038			Chief Operating Officer