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: 2016-02-19

Reporting Person: Mandal Sumant (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	J	11283	—	Disposed	17702	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4093669	Indirect

Footnotes

F1: Upon vesting of the restricted stock units underlying the common shares, the common shares were transferred for no value from the reporting person to Clearstone Venture Management III, LLC, a Delaware limited liability company ("CVM III"), pursuant to a contractual obligation to assign any fees received for his service as a director.

F2: Represents (i) 11,283 shares directly beneficially owned by CVM III, (ii) 4,010,692 Shares directly beneficially owned by Clearstone Venture Partners III-A, L.P., a Delaware limited partnership ("CVP III-A") and (iii) 71,695 Shares directly beneficially owned by Clearstone Venture Partners III-B, a Delaware multiple series limited liability company ("CVP III-B"). CVM III is the general partner and managing member of CVP III-A and CVP III-B, respectively. The reporting person is a managing director of CVM III and a member of CVP III-B. The reporting person disclaims beneficial ownership of the shares held by CVM III, CVP III-A or CVP III-B, except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.