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: TAPPIN TODD L (CFO & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-14	Common Stock	M	113485	$7.80	Acquired	579846	Direct
2016-04-14	Common Stock	S	113485	$19.89	Disposed	466361	Direct
2016-04-15	Common Stock	M	98247	$7.80	Acquired	564608	Direct
2016-04-15	Common Stock	S	98247	$19.40	Disposed	466361	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	98247	Disposed	2023-02-01	Common stock (98247)	Direct
2016-04-15	Stock Option (right to buy)	$7.80	M	113485	Disposed	2023-02-01	Common stock (113485)	Direct

Footnotes

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

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.65 to $20.00, inclusive. The reporting person undertakes to provide The Rubicon Project, Inc., any security holder of The Rubicon Project, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.07 to $19.84, inclusive.

F4: The option, representing a right to purchase a total of 593,650 shares, became exercisable with respect to 25% of the grant on January 28, 2014 and becomes exercisable with respect to the remainder in 36 equal installments each calendar month thereafter.

F5: Granted as compensation for services.