MAGNITE, INC. — Director's Dealing 2019

Mar 20, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2019-03-15

Reporting Person: Kershaw Thomas (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-15	Common Stock	M	23472	$1.97	Acquired	654061	Direct
2019-03-15	Common Stock	S	23472	$6.91	Disposed	630589	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-15	Employee Stock Option (Right to Buy)	$1.97	M	23472	Disposed	2028-03-15	Common Stock (23472.0)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.90 to $6.92, 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 (1) this Form 4.

F2: 25% of the stock options vested on February 1, 2018 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter.

F3: Granted as compensation for services.