First Dallas Holdings Inc – ‘SC 13G’ on 4/10/14 re: Tremor Video Inc.

On:  Thursday, 4/10/14, at 4:33pm ET   ·   Accession #:  1483885-14-6   ·   File #:  5-87929

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Trmr April 10,2014                                     8±    25K 
 2: EX-99       Joint Filing Agreement                                 1      7K 

SC 13G   —   Trmr April 10,2014
Document Table of Contents

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

SCHEDULE 13G                                                                    

Under the Securities Exchange Act of 1934                                       

TREMOR VIDEO, INC.                                                              

Common Stock, $0.00001 par value                                                

89484Q100                                                                       

April 10, 2014                                                                  

Check the appropriate box to designate the rule pursuant to which this Schedule 
is filed:                                                                       

X   Rule 13d-1(b)                                                               

Rule 13d-1(c)                                                           

Rule 13d-1(d)                                                           

NOTE:The remainder of this cover page shall be filled out for a reporting       
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter the disclosures provided in a prior cover page.                     

The information required in the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section     
of the Act but shall be subject to all other provisions of the Act.             

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.                                                                 

CUSIP No.  89484Q100                                                            

1.  Names of Reporting Persons.                                                 

FIRST DALLAS HOLDINGS, INC.                                     

2.  Check the Appropriate Box if a Member of a Group                            

(a)                                                                             

(b)                                                                             

3. SEC Use Only                                                                 

4. Citizenship or Place of Organization                                         

Texas                                                           

5. Sole Voting Power:  0                                                        

6. Shared Voting Power: 2,379,844                                               

7. Sole Dispositive Power:  0                                                   

8. Shared Dispositive Power:  2,545,034                                         

9. Aggregate Amount Beneficially Owned by Each Reporting Person:  2,545,034     

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares            

11. Percent of Class Represented by Amount in Row (9): 5.1%                     

12. Type of Reporting Person:  HC                                               

CUSIP No. 89484Q100                                                             

1. Names of Reporting Persons.                                                  

CRAIG D. HODGES                                                 

2. Check the Appropriate Box if a Member of a Group                             

(a)                                                                             

(b)                                                                             

3. SEC Use Only                                                                 

4. Citizenship or Place of Organization                                         

MR. HODGES IS A UNITED STATES CITIZEN                           

5. Sole Voting Power:  0                                                        

6. Shared Voting Power: 2,379,844                                               

7. Sole Dispositive Power:  0                                                   

8. Shared Dispositive Power:  2,545,034                                         

9. Aggregate Amount Beneficially Owned by Each Reporting Person:  2,545,034     

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares            

11. Percent of Class Represented by Amount in Row (9): 5.1%                     

12. Type of Reporting Person (See Instructions):  IN                            

CUSIP No. 89484Q100                                                             

1. Names of Reporting Persons.                                                  

First Dallas Securities, Inc.                                   

2. Check the Appropriate Box if a Member of a Group                             

(a)                                                                             

(b)                                                                             

3. SEC Use Only                                                                 

4. Citizenship or Place of Organization                                         

Texas                                                           

5. Sole Voting Power:  0                                                        

6. Shared Voting Power:  0                                                      

7. Sole Dispositive Power:  0                                                   

8. Shared Dispositive Power:  28,000                                            

9. Aggregate Amount Beneficially Owned by Each Reporting Person:  28,000        

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares            

11. Percent of Class Represented by Amount in Row (9):  <0.1%                   

12. Type of Reporting Person (See Instructions):  IA, BD                        

CUSIP No. 89484Q100                                                             

1. Names of Reporting Persons.                                                  

Hodges Capital Management, Inc.                                 

2. Check the Appropriate Box if a Member of a Group                             

(a)                                                                             

(b)                                                                             

3. SEC Use Only                                                                 

4. Citizenship or Place of Organization                                         

Texas                                                           

5. Sole Voting Power:  0                                                        

6. Shared Voting Power:  2,379,844                                              

7. Sole Dispositive Power:  0                                                   

8. Shared Dispositive Power:  2,517,034                                         

9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,517,034      

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares            

11. Percent of Class Represented by Amount in Row (9): 5.0%                     

12. Type of Reporting Person (See Instructions):  IA                            

CUSIP No.  89484Q100                                                            

1.Names of Reporting Persons.                                                   

1. Names of Reporting Persons.                                                  

    Hodges Small Cap Fund, A Series of professionally Managed Portfolios

2. Check the Appropriate Box if a Member of a Group                             

(a)                                                                             

(b)                                                                             

3. SEC Use Only                                                                 

4. Citizenship or Place of Organization                                         

Massachusetts                                                   

5. Sole Voting Power:  0                                                        

6. Shared Voting Power:  2,359,844                                              

7. Sole Dispositive Power:  0                                                   

8. Shared Dispositive Power: 2,359,844                                          

9. Aggregate Amount Beneficially Owned by Each Reporting Person:  2,359,844     

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares            

11. Percent of Class Represented by Amount in Row (9): 4.7%                     

12. Type of Reporting Person :  IV                                              

Item 1.                                                                         

(a) Name of Issuer:                                                             
TREMOR VIDEO, INC.                                              

(b) Address of Issuer's Principal Executive Offices:                            
53 West 23rd St.                                                
New York, NY 10010                                              

Item 2.                                                                         

(a) Name of Person Filing:                                                      

First Dallas Holdings, Inc.("FDHI")                             
Craig D. Hodges                                                 
First Dallas Securities, Inc.("FDSI")                           
Hodges Capital Management, Inc.("HCM")                          
Hodges Small Cap Fund                                           

(b) Address of Principal Business Office or, if none, Residence:                
2905 Maple Ave.                                                 
Dallas, Texas 75201                                             

(b) Citizenship:                                                                
First Dallas Holdings, Inc. is a Texas corporation.             
Craig D. Hodges is a citizen of the United States.              
First Dallas Securities, Inc. is a Texas corporation.           
Hodges Capital Management is a Texas corporation.               
    Hodges Small Cap Fund is a series of a Massachusetts business trust.

(d) Title of Class of Securities:                                               
Common Stock, Par Value $0.00001                                

(e) CUSIP Number:                                                               
89484Q100                                                       

Item 3.  If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b)  
or (c), check whether the person filing is a:                                   

(g)  X A parent holding company or control person in accordance with            
S 240.13d-1(b)(1)(ii)(G).       

Item 4.    Ownership.                                                           

Provide the following information regarding the aggregate number and percentage 
of the class of securities of the issuer identified in Item 1.                  

(a) Amount beneficially owned:                                                  

First Dallas Holdings, Inc.     2,545,034                       
Craig D. Hodges                 2,545,034                       
First Dallas Securities, Inc.   28,000                          
Hodges Capital Management, Inc. 2,517,034                       
Hodges Small Cap Fund           2,359,844                       

(b) Percent of class:                                                           

First Dallas Holdings, Inc.     5.1%                            
Craig D. Hodges                 5.1%                            
First Dallas Securities, Inc.   0.1%                            
Hodges Capital Management, Inc. 5.0%                            
Hodges Small Cap Fund                                           

The calculation of the percentage of beneficial ownership of the Company's      
common stock is based upon 49,657,777 shares outstanding on November 11, 2013,  
as disclosed by the Company in its Quarterly Report on Form 10-Q for the        
period ended September 30, 2013.                                                

(c) Number of shares as to which the person has:                                

(i) Sole power to vote or to direct the vote:                   

First Dallas Holdings, Inc      0                               
Craig D. Hodges                 0                               
First Dallas Securities, Inc.   0                               
Hodges Capital Management, Inc. 0                               
Hodges Small Cap Fund           0                               

(ii) Shared power to vote or to direct the vote:                

First Dallas Holdings, Inc.     2,379,844                       
Craig D. Hodges                 2,379,844                       
First Dallas Securities, Inc.   0                               
Hodges Capital Management, Inc. 2,379,844                       
Hodges Small Cap Fund           2,359,844                       

(iii) Sole power to dispose or to direct the disposition of:    

First Dallas Holdings, Inc.     0                               
Craig D. Hodges                 0                               
First Dallas Securities, Inc.   0                               
Hodges Capital Management, Inc. 0                               
Hodges Small Cap Fund           0                               

(iv) Shared power to dispose or to direct the disposition of:   

First Dallas Holdings, Inc.     2,545,034                       
Craig D. Hodges                 2,545,034                       
First Dallas Securities, Inc.   28,000                          
Hodges Capital Management, Inc. 2,517,034                       
Hodges Small Cap Fund           2,359,844                       

The reported shares are shares of common stock of the Issuer, par value $0.03.  

All 2,545,034 of the reported shares collectively, the ("reported Shares") may  
be deemed as beneficially owned by FDHI, which is the owner of FDSI and HCM,    
and Craig D. Hodges, who is the controlling shareholder of FDHI.                

   28,000 of the Reported Shares are held in seperate accounts managed
     by FDSI, each of which, individually, owns less than 1% of the common
    stock of the Issuer(each a "Separate Account"). FDSI is a registered
broker-dealer and an investment adviser registered with the SEC.
    137,190 of the Reported Shares are held in Separate Accounts managed
    by HCM, which is also an investment adviser registered with the SEC.

       2,359,844 of the Reported Shares are held by the Hodges Small Cap Fund,
    a series of Professionally Managed Portfolios, an investment company
registered under the Investment Company Act of 1940.            
  The investment adviser to both of these funds is HCM, which may be
deemed to be a beneficial owner of the funds' Reported Shares.  

Item 5.     Ownership of Five Percent or Less of a Class                        

If this statement is being filed to report the fact that as of the date hereof  
the reporting person has ceased to be the beneficial owner of more than five    
percent of the class of securities, check the following.                        

Item 6.    Ownership of More than Five Percent on Behalf of Another Person.     

Not Applicable                                                                  

Item 7. Identification and Classification of the Subsidiary Which Acquired      
the Security Being Reported on By the Parent Holding Company or Control Person  

First Dallas Securities, Inc. is wholly-owned by First Dallas Holdings, Inc.,   
and is a registered investment adviser in accordance with                       
S 240.13d-1(b)(1)(ii)(E)                                                        

Hodges Capital Management, Inc. is wholly-owned by First Dallas Holdings, Inc., 
and is a registered investment adviser in accordance with                       
S 240.13d-1(b)(1)(ii)(E)                                                        

Item 8. Identification and Classification of Members of the Group               

Not Applicable.                                                                 

Item 9. Notice of Dissolution of Group                                          

Not Applicable.                                                                 

Item 10.        Certification                                                   

By signing below I certify that, to the best of my knowledge and belief, the    
securities referred to above were acquired and are held in the ordinary course  
of business and were not acquired and are not held for the purpose of or with   
the effect of changing or influencing the control of the issuer of the          
securities and were not acquired and are not held in connection with or as a    
participant in any transaction having that purpose or effect.                   

Exhibits                                                                        

Exhibit 1:                                                                      
 Joint Filing Agreement dated April 10, 2014, among FDHI, Craig D.
Hodges, FDSI, HCM, and Hodges Small Cap Fund.                                   

SIGNATURE                                                                       

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this statement is true, complete and correct. 

Date: April 10, 2014                                                            

Craig D. Hodges                                                 
Chairman                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		4/10/14
		11/11/13
		9/30/13		10-Q
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