MAGNITE, INC. — Director's Dealing 2016

Apr 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2016-04-14

Reporting Person: Day David (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-14	Common Stock	M	19000	$7.80	Acquired	99506	Direct
2016-04-14	Common Stock	S	19000	$19.90	Disposed	80506	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-14	Stock Option (Right to Buy)	$7.80	M	19000	Disposed	2023-04-23	Common Stock (19000)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

F2: The option, representing a right to purchase a total of 175,000 shares, became exercisable with respect to 25% of the grant on March 25, 2014 and becomes exercisable with respect to the remainder in 36 equal installments each calendar month thereafter.

F3: Granted as compensation for services.