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Rhythmone Plc (Exact Name of Registrant As Specified in Its Charter) Not Applicable (Translation of Registrant Name Into English)

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Rhythmone Plc (Exact Name of Registrant As Specified in Its Charter) Not Applicable (Translation of Registrant Name Into English) As filed with the Securities and Exchange Commission on January 26, 2018 Registration No. 333-222282 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RhythmOne plc (Exact name of registrant as specified in its charter) Not Applicable (Translation of registrant name into English) England and Wales 7311 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 251 Kearny Street, 2nd Floor San Francisco, CA 94108 (415) 655-1450 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Ted Hastings 251 Kearny Street, 2nd Floor San Francisco, CA 94108 (415) 655-1450 (Name, address, including zip code, and telephone number, including area code, of agent of service) Ted Hastings Mile T. Kurta Paul Porrini James J. Masetti RhythmOne plc John Emanoilidis Amy Rothstein Christina F. Pearson 251 Kearny Street, 2nd Floor Torys LLP YuMe, Inc. Pillsbury Winthrop Shaw San Francisco, California 94108 1114 Avenue of the Americas 1204 Middlefield Road Pittman LLP (415) 655-1450 23rd Floor Redwood City, California 94063 2550 Hanover Street New York, New York 10036 (650) 591-9400 Palo Alto, California 94304 (212) 880-6000 (650) 233- 4500 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to consummation of the transactions described herein have been satisfied or waived. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ‘ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ‘ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 Emerging Growth Company È If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ‘ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. PRELIMINARY — SUBJECT TO CHANGE, DATED JANUARY 26, 2018 Offer to Exchange Each Outstanding Share of Common Stock of YuMe, Inc. For $1.70 Cash and 0.7325 Ordinary Shares of RhythmOne plc by he registration statement filed with Redwood Merger Sub I, Inc. urities in any jurisdiction where such a wholly-owned subsidiary of RhythmOne plc RhythmOne plc, a public limited company incorporated and registered in England and Wales with company number 06223359 (“RhythmOne”orthe“Company”), through Redwood Merger Sub I, Inc., a corporation incorporated under the laws of Delaware and a wholly-owned subsidiary of RhythmOne (“Purchaser”), is offering to acquire all of the outstanding common stock (the “YuMe Shares”) of YuMe, Inc., a corporation incorporated under the laws of Delaware (“YuMe”), upon the terms and subject to the conditions set out in this prospectus/offer to exchange and in the related letter of transmittal, which terms and conditions are referred to in this prospectus/offer to exchange together, as each may be amended or supplemented from time to time, as the “Offer”. Pursuant to the Agreement and Plan of Merger and Reorganization, dated September 4, 2017, by and among RhythmOne, Purchaser, Redwood Merger Sub II, Inc. (“Merger Sub Two”), and YuMe (the “Merger Agreement”), YuMe stockholders are being offered a combination of cash and stock consideration for their YuMe Shares. For each YuMe Share held, YuMe stockholders are being offered (i) $1.70 in cash without interest (the “Cash Consideration”) and (ii) 0.7325 ordinary shares of RhythmOne (“RhythmOne Shares”), which gives effect to the 10-for-1 share consolidation of RhythmOne Shares implemented on September 25, 2017 (the “Share Consideration”, together with the Cash Consideration, the “Transaction Consideration”). The Offer is the first step in RhythmOne’s plan to acquire control of, and ultimately all of the outstanding equity in, YuMe. As a second step in such plan, if the Offer is completed, pursuant to the terms and subject to the conditions of the Merger Agreement, as soon as practicable following the consummation of the Offer, RhythmOne intends to consummate a merger of Purchaser with and into YuMe, with YuMe surviving the merger as a wholly-owned subsidiary of RhythmOne (the “First Merger”). Immediately following the First Merger, the surviving corporation will merge with and into Merger Sub Two, with the Merger Sub Two surviving the Second Merger as a wholly-owned subsidiary of RhythmOne (the “Second Merger” and together with the First Merger, the “Mergers,” and the Mergers together with the Offer, the “Transactions”). The purpose of the First Merger is for RhythmOne to acquire all YuMe Shares that it did not acquire in the Offer. In the First Merger, each outstanding YuMe Share that was not acquired by Purchaser in the Offer (other than certain dissenting, converted and cancelled shares as described further in this prospectus/offer to exchange) will be converted into the right to receive the Transaction Consideration. After the First Merger, YuMe, as the surviving corporation, will be a wholly-owned subsidiary of RhythmOne, and the former stockholders of YuMe will no longer have any direct ownership interest in the surviving corporation. The First Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”). Accordingly, if the Offer is completed (such that Purchaser owns at least a majority of the outstanding YuMe Shares), no stockholder vote will be required to complete the First Merger. If the Offer is successful and the First Merger is completed, holders of YuMe Shares who have not properly tendered in the Offer, and who otherwise comply with the applicable procedures for demanding appraisal under Section 262 of the DGCL, will be entitled to seek appraisal for the “fair value” of their YuMe Shares as determined by the Delaware Court of Chancery. To exercise appraisal rights, a YuMe stockholder must strictly comply with all of the procedures under the DGCL. These procedures are described more fully in the section of this prospectus/offer to exchange entitled “The Offer —Appraisal Rights.” YUME’S BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT AND THE OFFER ARE ADVISABLE AND FAIR TO AND IN THE BEST INTERESTS OF YUME, HAS APPROVED THE MERGER AGREEMENT AND RECOMMENDS THAT YUME STOCKHOLDERS TENDER THEIR YUME SHARES INTO THE OFFER. The completion of the Offer is subject to certain conditions, including that at least a majority of the issued and outstanding YuMe Shares are tendered in the Offer, which calculation includes the YuMe Shares resulting from the net exercise of all options that are vested as of immediately prior to the effective time of the First Merger (the “Effective Time”)) and that have an exercise price less than the value of the Transaction Consideration determined in accordance with the Merger Agreement (the “Minimum Tender Condition”). RhythmOne and Purchaser may not, without the prior written consent of YuMe, amend, modify or waive the Minimum Tender Condition. A detailed description of the terms and conditions of the Offer appears under “The Offer” and “The Merger Agreement — Conditions to the Offer” in this prospectus/offer to exchange. THE OFFER WILL COMMENCE ON JANUARY 4, 2018. THE OFFER, AND YOUR RIGHT TO WITHDRAW YUME SHARES YOU TENDER IN THE OFFER, WILL EXPIRE AT THE TIME THAT IS ONE MINUTE FOLLOWING 11:59 P.M. PACIFIC TIME ON FEBRUARY 1, 2018, UNLESS THE EXPIRATION TIME OF THE OFFER IS EXTENDED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER. RhythmOne is an “emerging growth company” and a “foreign private issuer” under applicable U.S. securities laws and is eligible for reduced reporting requirements. The YuMe Shares are listed on the New York Stock Exchange (the “NYSE”). The RhythmOne Shares are admitted to trading on the London Stock Exchange plc’s AIM market (“AIM”). Prior to the completion of the Offer, RhythmOne will apply to the London Stock Exchange plc for approval for admission to trading on AIM the RhythmOne Shares to be issued as partial consideration to YuMe stockholders. Admission will be subject to RhythmOne satisfying the AIM rules (the “AIM Rules”). Following the completion of the Offer and the Mergers, to the extent permitted under applicable law and stock exchange regulations, RhythmOne intends to delist the YuMe Shares from the NYSE.
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