MAGNITE, INC. — Director's Dealing 2020

Apr 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2020-04-01

Reporting Person: Zagorski Mark (President & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-01	Common Stock	A	348922	—	Acquired	348921	Direct
2020-04-01	Common Stock	A	87996	$0.00	Acquired	436917	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-01	Stock Option (Right to Buy)	$3.61	A	168412	Acquired	2028-02-27	Common Stock (168412)	Direct
2020-04-01	Stock Option (Right to Buy)	$5.16	A	73192	Acquired	2029-02-28	Common Stock (73192)	Direct
2020-04-01	Stock Option (Right to Buy)	$2.19	A	486900	Acquired	2027-07-10	Common Stock (486900)	Direct
2020-04-01	Stock Option (Right to Buy)	$2.19	A	486900	Acquired	2027-07-10	Common Stock (486900)	Direct

Footnotes

F1: Received on April 1, 2020, the effective date (the "Effective Date") of the merger between the Issuer and Telaria, Inc. ("Telaria"), pursuant to that
certain Agreement and Plan of Merger, dated as of December 19, 2019. At the closing of the merger, Telaria common stock and restricted stock units were converted to Issuer common stock and Issuer restricted stock units (the "RSUs") at an exchange ratio of 1.082.

F2: Includes (i) 90,629 shares underlying RSUs that vested on the Effective Date in connection with the merger, (ii) 50,432 RSUs that will vest on July 10, 2021; (iii) 20,806 RSUs that will vest on February 14, 2022, (iv) 19,390 RSUs that will vest on February 14, 2022, and (v) 19,391 RSUs that will vest on February 14, 2023, in each case subject to the Reporting Person providing Continuous Service to the Issuer on each such date.

F3: Grant to the Reporting Person of an RSU. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The shares underlying the RSU will vest in full on October 1, 2020, provided the Reporting Person continues to provide services to the Issuer on such vesting date.

F4: 25% of the total number of shares underlying this option vested on February 14, 2019 and the remaining shares were scheduled to vest 1/48 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. In connection with the merger, vesting was partially accelerated so that on the Effective Date, the Reporting Person immediately vested in that number of shares underlying the option as if he had provided an additional 12 months of continuous service as of the Effective Date. Commencing on April 14, 2021, subject to continuous service, the shares underlying the options will continue to vest 1/48 per month until full vested.

F5: 25% of the total number of shares underlying this option vested on February 14, 2020 and the remaining shares were scheduled to vest 1/48 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. In connection with the merger, vesting was partially accelerated so that on the Effective Date, the Reporting Person immediately vested in that number of shares underlying the option as if he had provided an additional 12 months of continuous service on the Effective Date. Commencing on April 14, 2021, subject to continuous service, the shares underlying the options will continue to vest 1/48 per month until fully vested.

F6: 25% of the total number of shares underlying this option vested on July 10, 2018 and the remaining shares were scheduled to vest 1/48 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. In connection with the merger, vesting was partially accelerated so that on the Effective Date, the Reporting Person immediately vested in that number of shares underlying the option as if he had provided an additional 12 months of continuous service as of the Effective Date. Commencing on April 10, 2021, subject to continuous service, the shares underlying the options will continue to vest 1/48 per month until fully vested.

F7: The shares underlying this option are fully vested. 50% of the shares underlying the option are currently exercisable and 50% of the shares underlying the option will be exercisable in September 2020, subject to continued service to the Issuer