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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Day William C   2. Issuer Name and Ticker or Trading Symbol TREMOR VIDEO INC. [TRMR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TREMOR VIDEO, INC.,, 1501 BROADWAY, 8TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/13/2017 (Street) NEW YORK, NY 10036 4. If Amendment, Date 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 (City) (State) (Zip) 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. 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 02/13/2017   M   15,626 A (1) (2) 139,537 (3) D   Common Stock 02/13/2017   F   7,322 (4) D $ 2.24 132,215 (3) D   Common Stock 02/14/2017   M   92,482 A (5) (6) 224,697 (3) D   Common Stock 02/14/2017   F   43,345 (4) D $ 2.25 181,352 (3) D

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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. 8)		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
Restricted Stock Unit	(1)	02/13/2017		M			7,813	(1)	(1)	Common Stock	7,813	$ 0	15,624	D
Restricted Stock Unit	(2)	02/13/2017		M			7,813	(2)	(2)	Common Stock	7,813	$ 0	15,624	D
Restricted Stock Unit	(5)	02/14/2017		M			17,482	(5)	(5)	Common Stock	17,483	$ 0	17,481	D
Restricted Stock Unit	(6)	02/14/2017		M			75,000	(6)	(6)	Common Stock	75,000	$ 0	225,000	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Day William C C/O TREMOR VIDEO, INC., 1501 BROADWAY, 8TH FLOOR NEW YORK, NY 10036	X

Signatures

/s/Adam Lichstein, Attorney-in-Fact		02/16/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On February 23, 2015, the reporting person was granted 31,250 restricted stock units, with each unit representing the right to receive one share of the issuer's common stock. An additional 25% of the total shares underlying the restricted stock unit vested on February 13, 2017 and were issued on February 13, 2017. The remaining restricted stock units will vest 25% on each of February 13, 2018 and February 13, 2019, subject to continued service to the issuer through each vesting date.
(2)	On May 29, 2015, the reporting person was granted 31,250 restricted stock units, with each unit representing the right to receive one share of the issuer's common stock. An additional 25% of the total shares underlying the restricted stock unit vested on February 13, 2017 and were issued on February 13, 2017. The remaining restricted stock units will vest 25% on each of February 13, 2018 and February 13, 2019, subject to continued service to the issuer through each vesting date.
(3)	Includes 5,000 shares acquired by the reporting person under the Tremor Video, Inc. 2014 Employee Stock Purchase Plan (the "ESPP") on August 26, 2016. The purchase price per share of common stock sold in an offering under the ESPP is the lower of 85% of the fair market value of a share of common stock on (i) the first day of the offering period, and (ii) the purchase date.
(4)	Represents shares withheld to satisfy tax obligations upon the vesting of restricted stock units.
(5)	On February 24, 2014, the reporting person was granted 69,930 restricted stock units, with each unit representing the right to receive one share of the issuer's common stock. An additional 25% of the total shares underlying the restricted stock unit vested on February 14, 2017 and were issued on February 14, 2017. The remaining restricted stock units will vest on February 14, 2018, subject to continued service to the issuer through each vesting date.
(6)	On March 7, 2016, the reporting person was granted 300,000 restricted stock units, with each unit representing the right to receive one share of the issuer's common stock. 25% of the total shares underlying the restricted stock unit vested on February 14, 2017 and were issued on February 14, 2017. The remaining restricted stock units will vest 25% on each of February 14, 2018, February 14, 2019 and February 14, 2020, subject to continued service to the issuer through each vesting date.

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