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MAGNITE, INC. Director's Dealing 2016

May 27, 2016

31335_dirs_2016-05-26_dde87177-0057-4bb5-bb81-84683d3b38cd.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2016-05-25

Reporting Person: TAPPIN TODD L (CFO & COO)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 441327 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $7.8 2023-02-01 Common Stock (111302.0) 111302 Direct
Stock Option (right to buy) $16.75 2025-05-19 Common Stock (59864.0) 59864 Direct
Stock Option (right to buy) $13.16 2026-02-01 Common Stock (56286.0) 56286 Direct

Footnotes

F1: The option, representing a right to purchase a total of 593,650 shares, became exercisable with respect to 25% of the grant on January 28, 2014 and becomes exercisable with respect to the remainder in 36 equal installments each calendar month thereafter until cessation of continuous service.

F2: 25% of the stock options will vest on February 1, 2016 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter until cessation of continuous service.

F3: 25% of the stock options will vest on February 1, 2017 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter until cessation of continuous service.