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: RAIFMAN GREGORY R (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-22	Common Stock	G	105869	—	Disposed	396497	Direct
2016-03-22	Common Stock	G	105869	—	Acquired	105869	Indirect
2016-05-15	Common Stock	F	27385	$14.31	Disposed	369112	Direct

Footnotes

F1: On March 22, 2016, the reporting person transferred 105,869 shares of the issuer's common stock to the Raifman Family Revocable 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 shares.

F2: Shares withheld by the issuer to cover the reporting person's tax liability incurred upon the vesting of the reporting person's restricted shares.