MAGNITE, INC. — Director's Dealing 2020

May 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2020-05-18

Reporting Person: Filip Eve (See remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-18	Common Stock	S	3551	$5.43	Disposed	152054	Direct
2020-05-19	Common Stock	S	3312	$5.23	Disposed	148742	Direct
2020-05-20	Common Stock	S	4130	$5.13	Disposed	144612	Direct

Footnotes

F1: 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 units.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.31 to $5.63, 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 this footnote.

F3: Adjusted to reflect the acquisition of 1204 shares under The Rubicon Project, Inc. 2014 Employee Stock Purchase Plan on November 15, 2019.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.08 to $5.39, 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 this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.06 to $5.24, 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 this footnote.