MAGNITE, INC. — Director's Dealing 2017

Mar 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2017-03-15

Reporting Person: Kershaw Thomas (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-15	Common Stock	A	24010	—	Acquired	149010	Direct
2017-03-15	Common Stock	A	77778	—	Acquired	226788	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-15	Class A Common Stock	$6.06	A	66667	Acquired	2027-03-15	Stock Option (right to buy) (66667.0)	Direct

Footnotes

F1: Represents restricted stock units that vest as follows: 12,005 on September 1, 2017 and 12,005 on March 1, 2018.

F2: Granted as compensation for services.

F3: Represents restricted stock units that vest as follows: 24,306 on May 15, 2018, 9,722 on each November 15 and May 15 thereafter until November 15, 2020, and 4,862 on May 15, 2021.

F4: 25% of the stock options will vest on February 1, 2018 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter.