MAGNITE, INC. — Director's Dealing 2016

May 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2016-05-15

Reporting Person: COPPLE BRIAN W (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-15	Common Stock	F	8350	$14.31	Disposed	135850	Direct
2016-05-16	Common Stock	G	135850	—	Disposed	0	Direct
2016-05-16	Class A Common Stock	G	135850	—	Acquired	135850	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Stock Option (right to buy)	$9.8	G	175000	Disposed	2023-07-23	Common Stock (175000.0)	Direct
2016-05-16	Common Stock	$9.8	G	175000	Acquired	2023-07-23	Common Stock (175000.0)	Indirect
2016-05-16	Stock Option (right to buy)	$16.75	G	19500	Disposed	2025-05-19	Common Stock (19500.0)	Direct
2016-05-16	Common Stock	$16.75	G	19500	Acquired	2025-05-19	Common Stock (19500.0)	Indirect

Footnotes

F1: Shares withheld by the issuer to cover the reporting person's tax liability incurred upon the vesting of the reporting person's restricted shares.

F2: On May 16, 2016, the reporting person transferred all of his outstanding shares, unvested shares of restricted stock, and vested and unvested stock options (the "Assigned Equity Awards") to the Copple family trust (the "Trust"). The assignment was for the direct benefit of the reporting person and his family, for estate planning purposes, and does not change beneficial ownership of the Assigned Equity Awards.

F3: 25% of the stock options vested on July 15, 2014 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter.

F4: Granted as compensation for services.

F5: 25% of the stock options vested on February 1, 2016 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter.