Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Change in Compensation for Mollie Spilman

On February 26, 2013, the Compensation Committee of Millennial Media, Inc. (the "Company") approved, effective March 1, 2013, an increase in compensation for Mollie Spilman, the Company's Executive Vice President, North America. Ms. Spilman's base salary was increased from $240,000 to $400,000 and her annual bonus target was increased from 60% of her base salary to 75% of her base salary. Additionally, the Company's Compensation Committee approved a grant to Ms. Spilman of options to purchase 500,000 shares of the Company's common stock at an exercise price of $9.11 per share. The award vests over a four-year period, beginning on March 1, 2013, with ¼ of the award vesting on March 1, 2014 and the remainder of the award vesting ratably thereafter until the award is fully vested on March 1, 2017, subject to Ms. Spilman's continuous employment through each vesting date. This award expires on February 26, 2023 and contains other standard terms and conditions, including acceleration of vesting upon certain triggers including a change of control of the Company.

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