MXPT / MaxPoint Interactive, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

MaxPoint Interactive 15-12B

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36864 MAXPOINT INTERACTIVE, INC. (Exact name of registrant as

MaxPoint Interactive 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2017 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation

MaxPoint Interactive S-8 POS

S-8 POS 1 mxpt10102017s-8pos3.htm S-8 POS As filed with the Securities and Exchange Commission on October 10, 2017 Registration No. 333-216544 Registration No. 333-210055 Registration No. 333-202549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-216544 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGIS

MaxPoint Interactive S-8 POS

Document As filed with the Securities and Exchange Commission on October 10, 2017 Registration No.

MaxPoint Interactive S-8 POS

Document As filed with the Securities and Exchange Commission on October 10, 2017 Registration No.

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 mxpt10102017-8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2017 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdic

Amended and Restated By-Laws of MaxPoint Interactive, Inc.

Exhibit Exhibit 3.2 Effective as of October 10, 2017 AMENDED & RESTATED BYLAWS OF MAXPOINT INTERACTIVE, INC. (a Delaware corporation) ARTICLE I OFFICES Section 1. Registered Office . The registered office of MaxPoint Interactive, Inc., a Delaware corporation (the ?Corporation?), in the State of Delaware shall be located at 2140 South DuPont Highway, City of Camden, Kent County, State of Delaware,

Amended and Restated Certificate of Incorporation of MaxPoint Interactive, Inc.

Exhibit Exhibit 3.1 NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAXPOINT INTERACTIVE, INC. OCTOBER 10, 2017 ARTICLE ONE The name of the corporation is MaxPoint Interactive, Inc. (the ?Corporation?) ARTICLE TWO The address of the Corporation?s registered office in the State of Delaware is 2140 South DuPont Highway, City of Camden, Kent County, Delaware 19934. The name of its register

Results of the MaxPoint Interactive Tender Offer

Exhibit Exhibit (a)(5)(H) Results of the MaxPoint Interactive Tender Offer RALEIGH, North Carolina, October 9, 2017 ? MaxPoint Interactive (NASDAQ: MXPT) today announced the tender results as of one minute after 11:59 p.

MaxPoint Interactive SC 14D9/A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14D-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4 ) MaxPoint Interactive, Inc. (Name of Subject Company) MaxPoint Interactive, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00005 per share (Title of Cl

MaxPoint Interactive SC 14D9/A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14D-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) MaxPoint Interactive, Inc. (Name of Subject Company) MaxPoint Interactive, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00005 per share (Title of Cla

MaxPoint Interactive SC 14D9/A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14D-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2 ) MaxPoint Interactive, Inc. (Name of Subject Company) MaxPoint Interactive, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00005 per share (Title of Cl

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NORTH CAROLINA WESTERN DIVISION

Exhibit Exhibit (a)(5)(G) UNITED STATES DISTRICT COURT EASTERN DISTRICT OF NORTH CAROLINA WESTERN DIVISION ANTHONY FREEBORN, Individually and on Behalf of All Others Similarly Situated, Case No.

MaxPoint Interactive SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14D-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) MaxPoint Interactive, Inc. (Name of Subject Company) MaxPoint Interactive, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00005 per share (Title of Class of Sec

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF NORTH CAROLINA

Exhibit Exhibit (a)(5)(F) IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF NORTH CAROLINA ROBERT BERG, Individually and On Behalf ) of All Others Similarly Situated, ) ) Plaintiff, ) ) Case No.

MaxPoint Interactive SC 14D9

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14D-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MaxPoint Interactive, Inc. (Name of Subject Company) MaxPoint Interactive, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00005 per share (Title of Class of Securities)

MXPT / MaxPoint Interactive, Inc. / Trinity Ventures X Lp - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

JOINT FILING STATEMENT

EX-99.3 Exhibit 3 JOINT FILING STATEMENT I, the undersigned, hereby express my agreement that the attached Schedule 13D (and any amendments thereto) relating to the Common Stock of MaxPoint Interactive, Inc. is filed on behalf of each of the undersigned. Date: September 6, 2017 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this sta

MXPT / MaxPoint Interactive, Inc. / Madrona Venture Fund IV, LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* MaxPoint Interactive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 57777M 201 (CUSIP Number) Madrona IV General Partner, LLC 999 Third Avenue, Suite 3400 Seattle, Washington 98104 (206) 674-3000 Attn: Troy Cichos (Name, Addr

MXPT / MaxPoint Interactive, Inc. / Epperson Joseph - SC 13D Activist Investment

SC 13D 1 v474328sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. )* MaxPoint Interactive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 5777M201 (CUSIP Number) Joseph Epperson c/o MaxPoint Interactive, Inc. 3020 Carrington Mill Blvd., Suite 300 Morrisville, NC 27560 (Name, Address and Telephone Number of Person

MaxPoint Interactive SC14D9C

SC14D9C 1 mxpt08282017-sc14d9c.htm SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14D-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 MaxPoint Interactive, Inc. (Name of Subject Company) MaxPoint Interactive, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.00005 per sha

Delivered by: MaxPoint CEO/Procurement

Exhibit Exhibit 99.4 Delivered by: MaxPoint CEO/Procurement Delivery date/time: TBD Subject: An Important Announcement Dear [Insert MaxPoint or Valassis Vendor Name]: I am excited to share that MaxPoint has entered into an agreement to be acquired by Valassis, a leader in Intelligent Media Delivery, through its parent company Harland Clarke Holdings. By joining forces, MaxPoint and Valassis and wi

Valassis to Acquire MaxPoint Interactive for $13.86 per Share in Cash Acquisition Enhances Valassis Digital’s Targeting, Personalization and Measurement Capabilities

Exhibit Exhibit 99.5 Valassis to Acquire MaxPoint Interactive for $13.86 per Share in Cash Acquisition Enhances Valassis Digital?s Targeting, Personalization and Measurement Capabilities LIVONIA, Michigan and RALEIGH, North Carolina, August 28, 2017 - Valassis, a leader in intelligent media delivery, today announced that it has reached a definitive agreement, through its parent company Harland Cla

Delivered by: Joe Epperson, MaxPoint CEO

Exhibit Exhibit 99.1 Delivered by: Joe Epperson, MaxPoint CEO Delivery date/time: 7:45AM EST Subject: An Important Announcement Hi all, I am excited to announce that we have signed a definitive agreement for the acquisition of MaxPoint by Valassis, a leader in intelligent media delivery, through its parent company Harland Clarke Holdings. Together, with Valassis and its Valassis Digital division,

To: MaxPoint Clients

EX-99.3 4 a08282017ex-993.htm EXHIBIT 99.3 Exhibit 99.3 To: MaxPoint Clients From: MaxPoint Sales Representatives Delivery date/time: 8:00AM EST MaxPoint and Valassis Digital - Enhances Capabilities to Deliver Optimized Solutions! I’m excited to share some fantastic news! You may have seen the press release earlier today announcing that we have entered into an agreement to be acquired by Valassis,

Delivered by: MaxPoint CEO/Sales

Exhibit Exhibit 99.2 Delivered by: MaxPoint CEO/Sales Delivery date/time: TBD Subject: MaxPoint to be acquired by Valassis Dear [Insert MaxPoint Client Name]: I am excited to share that MaxPoint has entered into an agreement to be acquired by Valassis, a leader in Intelligent Media Delivery, through its parent company Harland Clarke Holdings. By joining Valassis and its Valassis Digital division,

RESTRICTIVE COVENANT AGREEMENT

Exhibit Exhibit 99.2 RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT (this ? Agreement ?) is entered into, on August 27, 2017 (the ? Effective Date ?), by and between MaxPoint Interactive, Inc. (the ? Company ?), Harland Clarke Holdings Corp. (? Parent ?), Mercury Merger Sub, Inc. (? Purchaser ?) and [Executive] (? Executive ? and, together with the Company, Parent and Purchaser

Valassis to Acquire MaxPoint Interactive for $13.86 per Share in Cash Acquisition Enhances Valassis Digital’s Targeting, Personalization and Measurement Capabilities

EX-99.3 5 mxpt08282017-exhibit993.htm EXHIBIT 99.3 Exhibit 99.3 Valassis to Acquire MaxPoint Interactive for $13.86 per Share in Cash Acquisition Enhances Valassis Digital’s Targeting, Personalization and Measurement Capabilities LIVONIA, Michigan and RALEIGH, North Carolina, August 28, 2017 - Valassis, a leader in intelligent media delivery, today announced that it has reached a definitive agreem

TENDER AND SUPPORT AGREEMENT

Exhibit Exhibit 99.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ? Agreement ?), dated as of August 27, 2017, is by and among Harland Clarke Holdings Corp., a Delaware corporation (? Parent ?), Mercury Merger Sub, Inc., a Delaware corporation (? Purchaser ?) and a direct or indirect wholly owned subsidiary of Parent, and each of the persons set forth on S

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 mxpt08282017-8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2017 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdict

Agreement and Plan of Merger among Harland Clarke Holdings Corp., Mercury Merger Sub, Inc. and MaxPoint Interactive, Inc. dated August 27, 2017 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 28, 2017)

EX-2.1 2 mxpt08282017-exhibit21.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER Among HARLAND CLARKE HOLDINGS CORP. MERCURY MERGER SUB, INC. and MAXPOINT INTERACTIVE, INC. Dated as of August 27, 2017 TABLE OF CONTENTS 1.Definitions 2 1.1Definitions 2 2.The Offer 14 2.1The Offer 14 2.2Company Action 17 3.The Merger 18 3.1The Merger 18 3.2Effective Time; Closing 18 3.3Effe

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2017 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation)

MaxPoint Interactive Announces Second Quarter 2017 Earnings Results

Exhibit Exhibit 99.1 MaxPoint Interactive Announces Second Quarter 2017 Earnings Results ? GAAP Revenue of $32.8 million and Non-GAAP Revenue ex-TAC 1 of $23.4 million . ? GAAP Net Loss improves by $1.6 million and Non-GAAP Adjusted EBITDA 1 improves by $2.4 million for the second quarter 2017 versus 2016 . RALEIGH, N.C., ? August 14, 2017 ?MaxPoint (Nasdaq: MXPT) today announced its financial res

MXPT / MaxPoint Interactive, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-36864 MAXPO

MaxPoint Interactive 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2017 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation) (

FIFTH AMENDMENT LOAN AND SECURITY AGREEMENT

Exhibit Exhibit 10.1 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fifth Amendment to Loan and Security Agreement (this ? Amendment ?) is entered into this 26 th day of June, 2017, by and between SILICON VALLEY BANK (? Bank ?) and MAXPOINT INTERACTIVE, INC. , a Delaware corporation (? Borrower ?) whose address is 3020 Carrington Mill Boulevard, Suite 300, Morrisville, North Carolina 27560. R

MaxPoint Interactive 10-Q (Quarterly Report)

10-Q 1 mxpt03312017-10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Comm

MaxPoint Interactive Announces First Quarter 2017 Earnings Results

Exhibit Exhibit 99.1 MaxPoint Interactive Announces First Quarter 2017 Earnings Results ? GAAP Revenue of $27.9 million and Non-GAAP Revenue ex-TAC 1 of $19.1 million . ? GAAP Net Loss improves by $1.5 million and Non-GAAP Adjusted EBITDA 1 improves by $2.3 million for the first quarter 2017 versus 2016 . RALEIGH, N.C., ? May 10, 2017 ?MaxPoint (Nasdaq: MXPT) today announced its financial results

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 mxpt05102017-8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2017 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction

MaxPoint Interactive 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2017 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation) (Co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 mxpt03232017-8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2017 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdicti

FOURTH AMENDMENT LOAN AND SECURITY AGREEMENT

Exhibit Exhibit 10.1 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Fourth Amendment to Loan and Security Agreement (this ? Amendment ?) is entered into this 22nd day of March, 2017, by and between SILICON VALLEY BANK (? Bank ?) and MAXPOINT INTERACTIVE, INC. , a Delaware corporation (? Borrower ?) whose address is 3020 Carrington Mill Boulevard, Suite 300, Morrisville, North Carolina 27560.

MaxPoint Interactive DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

MaxPoint Interactive DEF 14A

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MaxPoint Interactive S-8

Document As filed with the Securities and Exchange Commission on March 8, 2017 Registration No.

MaxPoint Interactive 10-K (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-36864

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 mxpt12312016-8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2017 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdictio

MaxPoint Interactive Announces Fourth Quarter and Full Year 2016 Earnings Results Fourth Quarter Revenue increases 13% and Revenue ex-TAC increases 21% from Fourth Quarter 2015 Full Year 2016 Revenue increases 6% and Revenue ex-TAC increases 14% from

Exhibit Exhibit 99.1 MaxPoint Interactive Announces Fourth Quarter and Full Year 2016 Earnings Results Fourth Quarter Revenue increases 13% and Revenue ex-TAC increases 21% from Fourth Quarter 2015 Full Year 2016 Revenue increases 6% and Revenue ex-TAC increases 14% from Full Year 2015 RALEIGH, N.C. ? March 08, 2017 ?MaxPoint (Nasdaq: MXPT) today announced its financial results for the fourth quar

Power of Attorney

EX-99.1 2 d347919dex991.htm EX-99.1 Exhibit 1 Power of Attorney Each of the undersigned hereby irrevocably constitute and appoint Troy Cichos as agent and attorney-in-fact, with full power of substitution, with respect to the power and authority on behalf of each of the undersigned to execute and file, or cause to be executed or filed, any documents required to be filed by Section 13 of the 1934 A

MXPT / MaxPoint Interactive, Inc. / Madrona Venture Fund IV, LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* MaxPoint Interactive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 57777M 102 (CUSIP Number) Madrona IV General Partner, LLC 999 Third Avenue, Suite 3400 Seattle, Washington 98104 (206) 674-3000 Attn: Troy Cichos (Name, Addr

MXPT / MaxPoint Interactive, Inc. / Epperson Joseph - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* MaxPoint Interactive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 57777M 201 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

MXPT / MaxPoint Interactive, Inc. / GENERAL MOTORS INVESTMENT MANAGEMENT CORP - GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION SC 13G/A Passive Investment

SC 13G/A 1 d262923dsc13ga.htm GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL FILING (Amendment No. 1) MaxPoint Interactive, Inc. (NAME OF ISSUER) Common Stock, par value $0.00005 per share (TITLE OF CLASS OF SECURITIES) 57777M201 (CUSIP NUMBER) December 3

MXPT / MaxPoint Interactive, Inc. / Performance Direct Investments II, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

Amendment No. 1 to Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MaxPoint Interactive, Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 57777M201 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Chec

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or

JOINT FILING AGREEMENT

Joint Filing Agreement Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the

MaxPoint Interactive 10-Q (Quarterly Report)

10-Q 1 mxpt09302016-10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to

MaxPoint Interactive 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2016 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporatio

MaxPoint Interactive Announces Third Quarter 2016 Earnings Results

Exhibit Exhibit 99.1 MaxPoint Interactive Announces Third Quarter 2016 Earnings Results ? Launched Customer Catalyst?, a software-as-service product that matches, enriches and activates CRM lists across the full digital marketing stack ? Launched the Company?s first solution for in-store consumer pathing and insights, PathPoint ? Continued strong execution against strategic plan for fiscal year 20

Rules of the Maxpoint Interactive, Inc Company Share Option Plan (the Plan) Established by resolution of the Board of Directors of MaxPoint Interactive, Inc on July 26, 2016

EX-10.3 3 mxpt09302016-ex103.htm EXHIBIT 10.3 Exhibit 10.3 Rules of the Maxpoint Interactive, Inc Company Share Option Plan (the Plan) Established by resolution of the Board of Directors of MaxPoint Interactive, Inc on July 26, 2016 Page 1 1 INTERPRETATION 1.1 The following definitions and rules of interpretation apply in the Plan. Adoption Date means July 26, 2016, the date on which the Board app

MAXPOINT INTERACTIVE, INC. 2015 EQUITY INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD

Exhibit 10.2 MAXPOINT INTERACTIVE, INC. 2015 EQUITY INCENTIVE PLAN NOTICE OF STOCK UNIT AWARD You have been granted stock units representing shares of common stock of Maxpoint Interactive, Inc. (the “Company”) on the following terms: Name of Recipient: «Name» Total Number of Stock Units Granted: «TotalUnits» Date of Grant: «DateGrant» Vesting Commencement Date: «VestDay» Vesting Schedule: «To be c

MAXPOINT INTERACTIVE, INC. 2015 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT

EX-10.4 4 mxpt09302016-ex104.htm EXHIBIT 10.4 Exhibit 10.4 MAXPOINT INTERACTIVE, INC. 2015 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT You have been granted the following option to purchase shares of the common stock of Maxpoint Interactive, Inc. (the “Company”): Name of Optionee: «Name» Total Number of Shares: «NumberofOptionSharesGranted» Exercise Price per Share: «Price per share» Date o

MaxPoint Interactive ESP

Document October 19, 2016 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Mail Stop 3720 Washington, D.C. 20549 Attention: Joseph Kempf Dean Suehiro Lahdan Rahmati Celeste M. Murphy Re: MaxPoint Interactive, Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed March 10, 2016 File No. 001-36864 Ladies and Gentlemen: MaxPoint Interactive,

MaxPoint Interactive 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2016 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporati

THIRD AMENDMENT LOAN AND SECURITY AGREEMENT

Exhibit Exhibit 10.1 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This Third Amendment to Loan and Security Agreement (this ? Amendment ?) is entered into this 30th day of September, 2016 by and between SILICON VALLEY BANK (? Bank ?) and MAXPOINT INTERACTIVE, INC. , a Delaware corporation (? Borrower ?) whose address is 3020 Carrington Mill Boulevard, Suite 300, Morrisville, North Carolina 27560

MaxPoint Interactive 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-36

MaxPoint Interactive 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2016 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation)

MaxPoint Interactive Announces Second Quarter 2016 Earnings Results

Exhibit Exhibit 99.1 MaxPoint Interactive Announces Second Quarter 2016 Earnings Results ? Expanded access of our digital audience data for brands and advertisers ? Increased growth in mobile channel by 101% year over year, as mobile impressions accounted for over half of our total impressions in the second quarter of 2016 ? Continued execution against strategic plan for fiscal year 2016 RALEIGH,

MaxPoint Interactive 10-Q (Quarterly Report)

SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 0

MaxPoint Interactive 8-K (Current Report/Significant Event)

SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2016 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation

MaxPoint Interactive Announces First Quarter 2016 Earnings Results

Exhibit 99.1 MaxPoint Interactive Announces First Quarter 2016 Earnings Results • Increased data accessibility by completing integration with a leading, large enterprise software provider and a data services company • Leveraged measurement technology to further integrate with notable CPG clients • Customers involved in the MaxPoint Solutions Group who utilized us this quarter grew revenue at a rat

MaxPoint Interactive FORM 25

SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36864 MaxPoint Interactive, Inc. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or re

MaxPoint Interactive 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 20-5530657 (State of incorporation or organization) (I.R.S. Employer Identification No.) 3020 Carri

MaxPoint Interactive to Transfer Stock Exchange Listing to Nasdaq

Exhibit Exhibit 99.1 MaxPoint Interactive to Transfer Stock Exchange Listing to Nasdaq RALEIGH, N.C. ? May 2, 2016 ?MaxPoint (NYSE: MXPT), the company that helps manufacturers and retailers generate in-store sales with its innovative Digital Zip ? technology, today announced that it will be transferring its stock exchange listing from the New York Stock Exchange to the Nasdaq Global Market effecti

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 mxpt05022016-8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2016 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAXPOINT INTERACTIVE, INC.

Exhibit Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAXPOINT INTERACTIVE, INC. MaxPoint Interactive, Inc., a corporation organized and existing under the provisions of the General Corporation Law of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY: FIRST: The name of the Corporation is MaxPoint Interactive, Inc., which was the name

MaxPoint Interactive 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2016 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation) (Comm

MaxPoint Interactive DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

MXPT / MaxPoint Interactive, Inc. / Madrona Venture Fund IV, LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MaxPoint Interactive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 57777M 102 (CUSIP Number) Madrona IV General Partner 999 Third Avenue, Suite 3400 Seattle, Washington 98104 (206) 674-3000 Attn: Troy Cichos (Name, Address a

JOINT FILING AGREEMENT

EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them in a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.

SECOND AMENDMENT LOAN AND SECURITY AGREEMENT

Exhibit 10.17 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 8th day of March, 2016, by and between SILICON VALLEY BANK (“Bank”) and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”) whose address is 3020 Carrington Mill Boulevard, Suite 300, Morrisville, North Carolina 27560. RECITALS A. Ba

MaxPoint Interactive S-8

S-8 As filed with the Securities and Exchange Commission on March 9, 2016 Registration No.

MaxPoint Interactive 10-K (Annual Report)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission File Number 001-36864 MAXP

MaxPoint Interactive PRE 14A

PRE 14A 1 mxpt2016-pre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Co

MaxPoint Interactive 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2016 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation) (Commi

MaxPoint Interactive Announces Fourth Quarter and Full Year 2015 Earnings Results Fourth Quarter Revenue increases 6% and Revenue ex-TAC increases 17% from Fourth Quarter 2014 Full Year 2015 Revenue increases 32% and Revenue ex-TAC increases 39% from

Exhibit Exhibit 99.1 MaxPoint Interactive Announces Fourth Quarter and Full Year 2015 Earnings Results Fourth Quarter Revenue increases 6% and Revenue ex-TAC increases 17% from Fourth Quarter 2014 Full Year 2015 Revenue increases 32% and Revenue ex-TAC increases 39% from Full Year 2014 RALEIGH, N.C. ? March 9, 2016 ?MaxPoint (NYSE: MXPT), the company that helps manufacturers and retailers generate

EX-24

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MaxPoint Interactive, Inc.

MXPT / MaxPoint Interactive, Inc. / Madrona Venture Fund IV, LP - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* MaxPoint Interactive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 57777M 102 (CUSIP Number) Madrona IV General Partner 999 Third Avenue, Suite 3400 Seattle, Washington 98104 (206) 674-3000 Attn: Troy Cichos (Name, Address and

MXPT / MaxPoint Interactive, Inc. / Epperson Joseph - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MaxPoint Interactive, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 57777M 102 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accurac

MXPT / MaxPoint Interactive, Inc. / GENERAL MOTORS INVESTMENT MANAGEMENT CORP - GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION SC 13G 12-31-2015 (MAXPOINT INTERACTIVE, INC.) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL FILING (Amendment No. “”) MaxPoint Interactive, Inc. (NAME OF ISSUER) Common Stock, par value $0.00005 per share (TITLE CLASS OF SECURITIES) 57777M102 (CUSIP NUMBER) 12/31/15 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGN

MXPT / MaxPoint Interactive, Inc. / Performance Direct Investments II, L.P. - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MaxPoint Interactive, Inc. (Name of Issuer) Common Stock, par value $0.00005 per share (Title of Class of Securities) 57777M102 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box

JOINT FILING AGREEMENT

EX-99.1 2 d133487dex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is re

AGREEMENT

EX-99.1 Exhibit 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of MaxPoint Interactive, Inc. Date: February 9, 2016 TRINITY VENTURES X, L.P. TRINITY X SIDE-BY-SIDE FUND

MXPT / MaxPoint Interactive, Inc. / Trinity Ventures X Lp - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

MaxPoint Interactive 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2015 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation) (C

MaxPoint Interactive Announces Third Quarter 2015 Earnings Results Revenue increases 33% and Revenue ex-TAC increases 42% from Third Quarter 2014

Exhibit Exhibit 99.1 MaxPoint Interactive Announces Third Quarter 2015 Earnings Results Revenue increases 33% and Revenue ex-TAC increases 42% from Third Quarter 2014 RALEIGH, N.C. ? November 12, 2015 ?MaxPoint (NYSE: MXPT), the company that helps manufacturers and retailers generate in-store sales with its innovative Digital Zip ? technology, today announced its financial results for the quarter

MaxPoint Interactive Announces Second Quarter 2015 Earnings Results Revenue increases 36% and Revenue ex-TAC increases 40% from Second Quarter 2014

MXPT.08.12.2015-Exhibit 99.1 Exhibit 99.1 MaxPoint Interactive Announces Second Quarter 2015 Earnings Results Revenue increases 36% and Revenue ex-TAC increases 40% from Second Quarter 2014 RALEIGH, N.C. ? August 12, 2015 ?MaxPoint (NYSE: MXPT), the company that helps manufacturers and retailers generate in-store sales with its innovative Digital Zip ? technology, today announced its financial res

MaxPoint Interactive 8-K (Current Report/Significant Event)

MXPT.08.12.2015-8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2015 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of inco

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2015 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation) (Commission

MaxPoint Interactive Announces First Quarter 2015 Earnings Results Revenue increases 87% and Revenue ex-TAC increases 90% from First Quarter 2014

Exhibit 99.1 MaxPoint Interactive Announces First Quarter 2015 Earnings Results Revenue increases 87% and Revenue ex-TAC increases 90% from First Quarter 2014 RALEIGH, N.C. ? May 13, 2015?MaxPoint (NYSE: MXPT), the company that helps manufacturers and retailers generate in-store sales with its innovative Digital Zip? technology, today announced its financial results for the quarter ended March 31,

MaxPoint Interactive 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2015 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36864 20-5530657 (State or other jurisdiction of incorporation) (Commissi

Amended and Restated Bylaws

Exhibit 3.2 Amended and Restated Bylaws Table of Contents Page Article I Stockholders 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 3 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Nomination of Directors 4 1.11 Notice of Business at Annual Meetings 8 1.12 Conduct of Meetings 11 Article II Direc

MaxPoint Interactive, Inc. Amended and Restated Certificate of Incorporation

EX-3.1 2 a15-66041ex3d1.htm EX-3.1 Exhibit 3.1 MaxPoint Interactive, Inc. Amended and Restated Certificate of Incorporation MaxPoint Interactive, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is MaxPoint Interactive, Inc., which was the name under which the corporation was originally incorporated. The

6,500,000 Shares Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS1 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.

MaxPoint Interactive S-8

As filed with the Securities and Exchange Commission on March 6, 2015 Registration No.

EX-24

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MaxPoint Interactive, Inc.

EX-24

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MaxPoint Interactive, Inc.

EX-24

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MaxPoint Interactive, Inc.

EX-24

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MaxPoint Interactive, Inc.

EX-24

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MaxPoint Interactive, Inc.

EX-24

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MaxPoint Interactive, Inc.

EX-24

POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MaxPoint Interactive, Inc.

EX-24

EX-24 2 attachment1.htm EX-24 DOCUMENT POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of MaxPoint Interactive, Inc. (the "Company") hereby constitutes and appoints each of the persons listed on Exhibit A attached hereto, the undersigned's true and lawful attorney-in-fact to: (1) complete and execute Form ID and Forms 3, 4 and 5 and other forms and all amendments thereto as suc

MXPT / MaxPoint Interactive, Inc. CORRESP - -

March 3, 2015 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Paul Fischer Re: MaxPoint Interactive, Inc. Registration Statement on Form S-1 (File No. 333-201833) Request for Acceleration of Effective Date Dear Mr. Fischer: Pursuant to Rule 461 under the Securities Act of 1933, as amended, MaxPoint Interact

MXPT / MaxPoint Interactive, Inc. CORRESP - -

CORRESP 1 filename1.htm GOLDMAN, SACHS & CO. 200 West Street New York, NY 10282-2198 DEUTSCHE BANK SECURITIES INC. 60 Wall Street, 4th Floor New York, New York 10005-2836 March 3, 2015 Re: MaxPoint Interactive, Inc. Registration Statement on Form S-1 Registration File No. 333-201833 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Dear Si

MXPT / MaxPoint Interactive, Inc. 8-A12B - - 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF l934 MaxPoint Interactive, Inc. (Exact name of registrant as specified in its charter) Delaware 20-5530657 (State of incorporation or organization) (I.R.S. Employer Identification No.) 3020 Carrington M

MAXPOINT INTERACTIVE, INC. February 20, 2015

Exhibit 10.16 MAXPOINT INTERACTIVE, INC. February 20, 2015 Kurt Carlson Dear Kurt, MaxPoint Interactive, Inc. (the “Company”) is pleased to confirm your current employment arrangements on the following terms: 1. Position. You will continue to serve as our Chief Technology Officer, reporting to our President and Chief Executive Officer. This is a full-time position. While you render services to the

MAXPOINT INTERACTIVE, INC. 2015 EQUITY INCENTIVE PLAN (AS ADOPTED ON JANUARY 28, 2015)

Exhibit 10.3 MAXPOINT INTERACTIVE, INC. 2015 EQUITY INCENTIVE PLAN (AS ADOPTED ON JANUARY 28, 2015) MAXPOINT INTERACTIVE, INC. 2015 EQUITY INCENTIVE PLAN ARTICLE 1. INTRODUCTION. The Board adopted the Plan to become effective immediately, although no Awards may be granted prior to the IPO Date. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockhold

MXPT / MaxPoint Interactive, Inc. S-1/A - - S-1/A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS1 Table of Contents As filed with the Securities and Exchange Commission on February 23, 2015.

MaxPoint Interactive, Inc. Common Stock, par value $0.00005 per share Underwriting Agreement

Exhibit 1.1 MaxPoint Interactive, Inc. Common Stock, par value $0.00005 per share Underwriting Agreement , 2015 Goldman, Sachs & Co., Deutsche Bank Securities Inc. As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co. 200 West Street, New York, New York 10282-2198 c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005-2836

MAXPOINT INTERACTIVE, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN (AS ADOPTED ON JANUARY 28, 2015)

Exhibit 10.4 MAXPOINT INTERACTIVE, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN (AS ADOPTED ON JANUARY 28, 2015) MAXPOINT INTERACTIVE, INC. 2015 EMPLOYEE STOCK PURCHASE PLAN SECTION 1. PURPOSE OF THE PLAN. The Board adopted the Plan effective as of the IPO Date. The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Compa

CERTIFICATE OF AMENDMENT OF THE BYLAWS OF MAXPOINT INTERACTIVE, INC.

Exhibit 3.7 CERTIFICATE OF AMENDMENT OF THE BYLAWS OF MAXPOINT INTERACTIVE, INC. The undersigned, being the Secretary of MaxPoint Interactive, Inc., a Delaware corporation, hereby certifies that the Bylaws of this corporation were amended, effective February 20, 2015, by the board of directors of this corporation as follows: 1. Section 8.3 was amended in its entirety to read as follows: “8.3 STOCK

MAXPOINT INTERACTIVE, INC. February 22, 2015

Exhibit 10.14 MAXPOINT INTERACTIVE, INC. February 22, 2015 Brad Schomber Dear Brad, MaxPoint Interactive, Inc. (the “Company”) is pleased to confirm your current employment arrangements on the following terms: 1. Position. You will continue to serve as our Chief Financial Officer, reporting to our President and Chief Executive Officer. This is a full-time position. While you render services to the

MAXPOINT INTERACTIVE, INC. COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS EFFECTIVE AS OF THE IPO DATE

Exhibit 10.12 MAXPOINT INTERACTIVE, INC. COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS EFFECTIVE AS OF THE IPO DATE A. Cash Compensation: Annual cash retainers each paid quarterly, in arrears. 1. Retainer for each non-employee member of the Board: $ 30,000 2. Additional retainer for Chair of Board of Directors: $ 20,000 3. Additional retainer for Chair of Audit Committee: $ 20,000 4. Additional

Table of Contents

Exhibit 3.4 Bylaws Table of Contents Page Article I Stockholders 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 2 1.6 Quorum 2 1.7 Adjournments 3 1.8 Voting and Proxies 3 1.9 Action at Meeting 3 1.10 Nomination of Directors 4 1.11 Notice of Business at Annual Meetings 8 1.12 Conduct of Meetings 11 Article II Directors 12 2.1 General P

MaxPoint Interactive, Inc. Amended and Restated Certificate of Incorporation

Exhibit 3.2 MaxPoint Interactive, Inc. Amended and Restated Certificate of Incorporation MaxPoint Interactive, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is MaxPoint Interactive, Inc., which was the name under which the corporation was originally incorporated. The date of the filing of its original

MAXPOINT INTERACTIVE, INC. February 20, 2015

Exhibit 10.13 MAXPOINT INTERACTIVE, INC. February 20, 2015 Joseph Epperson Dear Joe, MaxPoint Interactive, Inc. (the “Company”) is pleased to confirm your current employment arrangements on the following terms: 1. Position. You will continue to serve as President, Chief Executive Officer and Chairman of our Board of Directors, reporting to the Board of Directors. This is a full-time position. Whil

The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we hav

Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF MaxPoint Interactive, Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certificate properly

CERTIFICATE OF AMENDMENT OF SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAXPOINT INTERACTIVE, INC.

Exhibit 3.6 CERTIFICATE OF AMENDMENT OF SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAXPOINT INTERACTIVE, INC. MaxPoint Interactive, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: FIRST: That the name of this corporation is MaxPoint Interactive, Inc. and tha

MAXPOINT INTERACTIVE, INC. February 20, 2015

Exhibit 10.15 MAXPOINT INTERACTIVE, INC. February 20, 2015 Gretchen Joyce Dear Gretchen, MaxPoint Interactive, Inc. (the “Company”) is pleased to confirm your current employment arrangements on the following terms: 1. Position. You will continue to serve as our Chief Operating Officer, reporting to our President and Chief Executive Officer. This is a full-time position. While you render services t

Indemnification Agreement

Exhibit 10.1 Indemnification Agreement This Indemnification Agreement (“Agreement”) is made as of , 20 by and between MaxPoint Interactive, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Recitals WHEREAS, the Board of Directors

CERTIFICATE OF AMENDMENT OF SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAXPOINT INTERACTIVE, INC.

Exhibit 3.5 CERTIFICATE OF AMENDMENT OF SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAXPOINT INTERACTIVE, INC. MaxPoint Interactive, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: FIRST: That the name of this corporation is MaxPoint Interactive, Inc. and tha

MAXPOINT INTERACTIVE, INC. MANAGEMENT CASH INCENTIVE PLAN (AS ADOPTED EFFECTIVE JANUARY 28, 2015)

Exhibit 10.10 MAXPOINT INTERACTIVE, INC. MANAGEMENT CASH INCENTIVE PLAN (AS ADOPTED EFFECTIVE JANUARY 28, 2015) TABLE OF CONTENTS Page ARTICLE 1. BACKGROUND AND PURPOSE 1 1.1 Effective Date 1 1.2 Purpose of the Plan 1 ARTICLE 2. DEFINITIONS 1 ARTICLE 3. SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS 3 3.1 Selection of Participants 3 3.2 Determination of Performance Goals 3 3.3 Determination

MXPT / MaxPoint Interactive, Inc. S-1/A - - S-1/A

S-1/A 1 a2223063zs-1a.htm S-1/A Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS1 Table of Contents As filed with the Securities and Exchange Commission on February 17, 2015. Registration No. 333-201833 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 To Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 MAXPOIN

FIRST AMENDMENT MEZZANINE LOAN AND SECURITY AGREEMENT

Exhibit 10.9 FIRST AMENDMENT TO MEZZANINE LOAN AND SECURITY AGREEMENT This First Amendment to Mezzanine Loan and Security Agreement (this “Amendment”) is entered into this 12th day of February, 2015, by and between SILICON VALLEY BANK (“Bank”) and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”) whose address is 3020 Carrington Mill Blvd, Suite 300, Morrisville, North Carolina 27560

MAXPOINT INTERACTIVE, INC. CHANGE IN CONTROL EQUITY ACCELERATION POLICY Adopted on January 28, 2015 Effective upon the effective date of the Company’s Initial Public Offering

Exhibit 10.11 MAXPOINT INTERACTIVE, INC. CHANGE IN CONTROL EQUITY ACCELERATION POLICY Adopted on January 28, 2015 Effective upon the effective date of the Company’s Initial Public Offering General. The following describes the policy (the “Policy”) of Maxpoint Interactive, Inc. (the “Company”) with regard to equity and equity-based award vesting acceleration in connection with certain change in con

FIRST AMENDMENT LOAN AND SECURITY AGREEMENT

Exhibit 10.8 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 12th day of February, 2015, by and between SILICON VALLEY BANK (“Bank”) and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”) whose address is 3020 Carrington Mill Blvd, Suite 300, Morrisville, North Carolina 27560. RECITALS A. Bank a

SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MAXPOINT INTERACTIVE, INC.

Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAXPOINT INTERACTIVE, INC. MaxPoint Interactive, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), hereby adopts this Seventh Amended and Restated Certificate of Incorporation pursuant to the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”). 1.

SECOND AMENDED AND RESTATED BYLAWS MAXPOINT INTERACTIVE, INC.

Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF MAXPOINT INTERACTIVE, INC. TABLE OF CONTENTS ARTICLE I CORPORATE OFFICES 1 1.1. REGISTERED OFFICE 1 1.2. OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1. PLACE OF MEETINGS 1 2.2. ANNUAL MEETING 2 2.3. SPECIAL MEETING 2 2.4. NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5. MANNER OF GIVING NOTICE- AFFIDAVIT OF NOTICE 2 2.6. QUORUM 3 2.7. ADJOURNED

LOAN AND SECURITY AGREEMENT

EX-10.6 8 a2222730zex-106.htm EX-10.6 Exhibit 10.6 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 12, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank.

MXPT / MaxPoint Interactive, Inc. S-1 - Registration Statement - S-1

Table of Contents As filed with the Securities and Exchange Commission on February 3, 2015.

MAXPOINT INTERACTIVE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 4.2 MAXPOINT INTERACTIVE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made and entered into as of December 12, 2011, by and among MaxPoint Interactive, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Schedule A hereto, as amended from time to time to include those persons w

MXPT / MaxPoint Interactive, Inc. CORRESP - -

February 3, 2015 CONFIDENTIAL TREATMENT REQUESTED BY MAXPOINT INTERACTIVE, INC. PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND, WHERE APPLICABLE, HAVE BEEN MARKED WITH AN ASTERISK TO DENOTE WHERE OMISSIONS HAVE BEEN MADE. THE CONFIDENTIAL MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Via EDGAR and Overnight Deliver

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Jurisdiction of Incorporation Name or Organization MaxPoint Interactive UK Ltd* United Kingdom * The above entity does not constitute a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X and Item 601(b)(21)(ii) of Regulation S-K.

MAXPOINT INTERACTIVE, INC. 2010 EQUITY INCENTIVE PLAN

Exhibit 10.2 MAXPOINT INTERACTIVE, INC. 2010 EQUITY INCENTIVE PLAN 1. Establishment, Objectives and Duration 1.1 Establishment of the Plan. MaxPoint Interactive, Inc., a Delaware corporation, has adopted this “MaxPoint Interactive, Inc. 2010 Equity Incentive Plan”. Capitalized terms will have the meanings given to them in Article 2. The Plan permits the grant of Nonqualified Stock Options, Incenti

OFFICE LEASE

Exhibit 10.5 OFFICE LEASE THIS OFFICE LEASE is executed this 6th day of May, 2013 by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership doing business in North Carolina as Duke Realty of Indiana Limited Partnership (“Landlord”), and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Tenant”). ARTICLE 1 - LEASE OF PREMISES Section 1.01. Basic Lease Provisions and Definiti

WARRANT TO PURCHASE STOCK

Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN

MEZZANINE LOAN AND SECURITY AGREEMENT

Exhibit 10.7 MEZZANINE LOAN AND SECURITY AGREEMENT THIS MEZZANINE LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of June 12, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree

MXPT / MaxPoint Interactive, Inc. DRS/A - -

Table of Contents Confidential draft registration statement no. 3 submitted to the Securities and Exchange Commission on December 10, 2014. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

MXPT / MaxPoint Interactive, Inc. DRSLTR - -

DRSLTR 1 filename1.htm September 23, 2014 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Larry Spirgel Re: MaxPoint Interactive, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted August 22, 2014 Response dated September 9, 2014 CIK No. 0001611231 Dear Mr. Spi

MXPT / MaxPoint Interactive, Inc. DRSLTR - -

September 9, 2014 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Larry Spirgel Re: MaxPoint Interactive, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted August 22, 2014 CIK No. 0001611231 Dear Mr. Spirgel: On behalf of MaxPoint Interactive, Inc. (the “Compa

MXPT / MaxPoint Interactive, Inc. DRS/A - -

Table of Contents Confidential draft registration statement no. 2 submitted to the Securities and Exchange Commission on August 22, 2014. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.

MXPT / MaxPoint Interactive, Inc. DRSLTR - -

August 22, 2014 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Larry Spirgel Re: MaxPoint Interactive, Inc. Confidential Draft Registration Statement on Form S-1 Submitted July 2, 2014 CIK No. 0001611231 Dear Mr. Spirgel: On behalf of MaxPoint Interactive, Inc. (the “Company”), we su

MAXPOINT INTERACTIVE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

Exhibit 4.2 MAXPOINT INTERACTIVE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT This Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made and entered into as of December 12, 2011, by and among MaxPoint Interactive, Inc., a Delaware corporation (the “Company”), the persons and entities listed on Schedule A hereto, as amended from time to time to include those persons w

MXPT / MaxPoint Interactive, Inc. DRS - -

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Confidential draft registration statement submitted to the Securities and Exchange Commission on July 2, 2014.

MAXPOINT INTERACTIVE, INC. 2010 EQUITY INCENTIVE PLAN

Exhibit 10.2 MAXPOINT INTERACTIVE, INC. 2010 EQUITY INCENTIVE PLAN 1. Establishment, Objectives and Duration 1.1 Establishment of the Plan. MaxPoint Interactive, Inc., a Delaware corporation, has adopted this “MaxPoint Interactive, Inc. 2010 Equity Incentive Plan”. Capitalized terms will have the meanings given to them in Article 2. The Plan permits the grant of Nonqualified Stock Options, Incenti

OFFICE LEASE

Exhibit 10.5 OFFICE LEASE THIS OFFICE LEASE is executed this 6th day of May, 2013 by and between DUKE REALTY LIMITED PARTNERSHIP, an Indiana limited partnership doing business in North Carolina as Duke Realty of Indiana Limited Partnership (“Landlord”), and MAXPOINT INTERACTIVE, INC., a Delaware corporation (“Tenant”). ARTICLE 1 - LEASE OF PREMISES Section 1.01. Basic Lease Provisions and Definiti

SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MAXPOINT INTERACTIVE, INC.

Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAXPOINT INTERACTIVE, INC. MaxPoint Interactive, Inc., a Delaware corporation (hereinafter referred to as the “Corporation”), hereby adopts this Seventh Amended and Restated Certificate of Incorporation pursuant to the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”). 1.

SECOND AMENDED AND RESTATED BYLAWS MAXPOINT INTERACTIVE, INC.

Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF MAXPOINT INTERACTIVE, INC. TABLE OF CONTENTS ARTICLE I CORPORATE OFFICES 1 1.1. REGISTERED OFFICE 1 1.2. OTHER OFFICES 1 ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.1. PLACE OF MEETINGS 1 2.2. ANNUAL MEETING 2 2.3. SPECIAL MEETING 2 2.4. NOTICE OF STOCKHOLDERS’ MEETINGS 2 2.5. MANNER OF GIVING NOTICE- AFFIDAVIT OF NOTICE 2 2.6. QUORUM 3 2.7. ADJOURNED

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Jurisdiction of Incorporation Name or Organization MaxPoint Interactive UK Ltd* United Kingdom * The above entity does not constitute a significant subsidiary within the meaning of Rule 1-02(w) of Regulation S-X and Item 601(b)(21)(ii) of Regulation S-K.