MAGNITE, INC. — Director's Dealing 2016

Apr 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2016-04-07

Reporting Person: Mandal Sumant (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-07	Common Stock	J	1099	$19.11	Disposed	18995	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3075794	Indirect

Footnotes

F1: On April 7, 2016, the reporting person transferred a total of 1,099 shares of Common Stock of the Issuer (the "Shares") to certain lenders in connection with the repayment of outstanding loans.

F2: Reflects the closing sale price of the Shares on April 7, 2016, as reported by the New York Stock Exchange.

F3: Reflects (i) 646 Shares received by the reporting person on April 7, 2016, in connection with pro rata distributions-in-kind of Shares for no consideration, (ii) 3,463 Shares directly beneficially owned by the reporting person and (iii) 14,886 Shares received by the reporting person in the form of restricted stock awards in connection with his service as a director of the Issuer. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

F4: Represents (i) 3,010,692 Shares directly beneficially owned by Clearstone Venture Partners III-A, L.P., a Delaware limited partnership ("CVP III-A"), (ii) 53,819 Shares directly beneficially owned by Clearstone Venture Partners III-B, a Delaware Multiple Series limited liability company ("CVP III-B" and together with CVP III-A, the "Funds"), and (iii) 11,283 Shares directly beneficially owned by Clearstone Venture Management III, L.L.C., a Delaware limited liability company ("CVM III"). CVM III is the general partner and managing member of CVP III-A and CVP III-B, respectively. The reporting person is a managing member of CVM III and a member of CVP III-B.

F5: The reporting person disclaims beneficial ownership of the Shares held by the Funds and CVM III, except to the extent of his pecuniary interest therein, if any, and the inclusion of these Shares in the report shall not be deemed an admission of beneficial ownership of the reported Shares for purposes of Section 16 or for any other purposes.