MAGNITE, INC. — Director's Dealing 2019

May 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2019-05-15

Reporting Person: ADDANTE FRANK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-15	Common Stock	S	12500	$6.41	Disposed	1270366	Direct
2019-05-15	Common Stock	A	19562	—	Acquired	1289928	Direct
2019-05-16	Common Stock	S	2809	$6.18	Disposed	1287119	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1250	Indirect

Footnotes

F1: Sale 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 $6.32 to $6.48, 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 footnote (2) and (6) this Form 4.

F3: Represents restricted stock units that vest in full on the earliest of (i) May 15, 2020, (ii) the date of the 2020 annual meeting of the Issuer's stockholders, or (iii) a change of control of the Issuer.

F4: Granted as compensation for services.

F5: Represents the non-discretionary sale of shares on behalf of the reporting person pursuant to an arrangement mandated by the Issuer to cover the tax withholding obligations associated with the vesting of restricted stock.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.05 to $6.27, inclusive.