MAGNITE, INC. — Director's Dealing 2017

May 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2017-05-23

Reporting Person: Spillane Robert F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-23	Common Stock	A	7292	—	Acquired	39632	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-23	Stock Option (right to buy)	$5.17	A	10363	Acquired	2027-05-23	Common Stock (10363.0)	Direct

Footnotes

F1: Represents restricted stock units that vest in full on the earliest of (i) May 23, 2018, (ii) the date of the next Annual Meeting of the Issuer's stockholders, or (iii) a change of control of the Issuer.

F2: Granted as compensation for services.

F3: The stock options vest in full on the earliest of (i) May 23, 2018, (ii) the date of the next Annual Meeting of the Issuer's stockholders, or (iii) a change of control of the Issuer.