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
                                                                                  
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 *

Epperson Joseph 		2. Issuer Name and Ticker or Trading Symbol

MaxPoint Interactive, Inc. [ MXPT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, CEO, Chairman
(Last)          (First)          (Middle)

3020 CARRINGTON MILL BLVD., SUITE 300 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/10/2017
(Street)

MORRISVILLE, NC 27560
(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   10/10/2017     U    539918   (1) D $13.86   13000   D    
Common Stock   10/10/2017     D    3250   (2) D $13.86   9750   D    
Common Stock   10/10/2017     D    9750   (3) D $0   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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $53.04   10/10/2017     D         50000      (4) 6/10/2024   Common Stock   50000.0     (4) 0   D    
Stock Option (right to buy)   $22.0   10/10/2017     D         25000      (4) 11/15/2025   Common Stock   25000.0     (4) 0   D    

Explanation of Responses:
(1)  Disposed of upon the closing of the tender offer and merger pursuant to the Agreement and Plan of Merger by and among Harland Clarke Holdings Corp. ("Parent"), Mercury Merger Sub, Inc. ("Purchaser") (an indirect wholly owned subsidiary of Parent), and Issuer, dated as of August 27, 2017 (the "Merger Agreement"), whereby Purchaser acquired each outstanding share of common stock of the issuer for a cash payment of $13.86 per share.
(2)  Disposed of pursuant to the Merger Agreement whereby such restricted stock units were accelerated and then cancelled in exchange for the right to receive future cash payments in the amount of $13.86 per restricted stock unit pursuant to the Merger Agreement.
(3)  Disposed of pursuant to the Merger Agreement whereby such unvested restricted stock units were cancelled without payment of any consideration as they did not accelerate pursuant to the Merger Agreement.
(4)  Pursuant to the terms of the Merger Agreement, options with an exercise price greater than $13.86 per share were cancelled without payment of any consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Epperson Joseph
3020 CARRINGTON MILL BLVD.
SUITE 300
MORRISVILLE, NC 27560 		X
President, CEO, Chairman

Signatures
/s/ Joseph Epperson 10/10/2017
** 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 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).
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 control number.
MaxPoint Interactive, Inc. (NASDAQ:MXPT)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more MaxPoint Interactive, Inc. Charts.
MaxPoint Interactive, Inc. (NASDAQ:MXPT)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more MaxPoint Interactive, Inc. Charts.