MAGNITE, INC. — Director's Dealing 2016

Nov 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2016-11-15

Reporting Person: Kershaw Thomas (See remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-15	Common Stock	A	125000	—	Acquired	125000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-15	Stock Option (right to buy)	$7.72	A	50000	Acquired	2026-11-15	Common Stock (0.0)	Direct

Footnotes

F1: Represents restricted stock units that vest as follows: 31,250 RSUs on November 15, 2017 and 15,625 RSUs on each May 15 and November 15 thereafter until November 15, 2020.

F2: Granted as compensation for services.

F3: The option, representing a right to purchase a total of 50,000 shares, becomes exercisable with respect to 25% of the grant on October 3, 2017 and becomes exercisable with respect to the remainder in 36 equal installments each calendar month thereafter.