MAGNITE, INC. — Director's Dealing 2016

Jun 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2016-05-26

Reporting Person: Spillane Robert F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-26	Common Stock	A	6171	—	Acquired	32340	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-26	Stock Option (right to buy)	$14.18	A	12557	Acquired	2026-05-26	Common Stock (12557.0)	Direct

Footnotes

F1: Represents restricted stock units that vest in full on the earliest of (i) May 26, 2017, (ii) the date of the next Annual Meeting of the Issuer's stockholders, or (iii) a change of control of the Issuer.

F2: Granted as compensation for services.

F3: The stock options vest in full on the earliest of (i) May 26, 2017, (ii) the date of the next Annual Meeting of the Issuer's stockholders, or (iii) a change of control of the Issuer.