MAGNITE, INC. — Director's Dealing 2016

Mar 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2016-03-08

Reporting Person: COLEMAN LEWIS W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-08	Common Stock	A	13251	$0.00	Acquired	13251	Direct
2016-03-08	Common Stock	A	2135	$0.00	Acquired	15386	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-08	Stock Option (Right to Buy)	$16.98	A	28829	Acquired	2026-03-08	Common Stock (28829)	Direct
2016-03-08	Stock Option (Right to Buy)	$16.98	A	4455	Acquired	2026-03-08	Common Stock (4455)	Direct

Footnotes

F1: Represents restricted stock units that vest in three equal annual increments on December 7, 2016, December 7, 2017, and December 7, 2018.

F2: Granted as compensation for services.

F3: Represents restricted stock units that vest in full on the earlier of (i) May 26, 2016 and (ii) the date of the next Annual Meeting of the Issuer's stockholders.

F4: The stock option vests in three equal annual increments on December 7, 2016, December 7, 2017, and December 7, 2018.

F5: The stock option vests in full on the earlier of (i) May 26, 2016 and (ii) the date of the next Annual Meeting of the Issuer's stockholders.