MAGNITE, INC. — Director's Dealing 2019

Feb 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2019-02-15

Reporting Person: ADDANTE FRANK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-15	Common Stock	S	12500	$4.83	Disposed	1490162	Direct
2019-02-15	Common Stock	A	8537	—	Acquired	1498699	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1250	Indirect

Footnotes

F1: The sales reported in this Form 4 were 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 $4.75 to $4.92, 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 (2) this Form 4.

F3: On December 28, 2018, the reporting person became a "non-employee director" for purposes of The Rubicon Project, Inc. Non-Employee Director Compensation Program. The grant represents his pro-rata annual award for 2018.

F4: Represents restricted stock units that vest in full on the earliest of (i) May 15, 2019, (ii) the date of the 2019 annual meeting of the Issuer's stockholders, or (iii) a change of control of the Issuer.

F5: Granted as compensation for services.