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: Saltz Aaron (General Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-01	Common Stock	A	241532	—	Acquired	241532	Direct
2020-04-01	Common Stock	A	41065	$0.00	Acquired	282597	Direct
2020-04-01	Common Stock	A	73330	$0.00	Acquired	355927	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-01	Stock Option (Right to Buy)	$5.46	A	28852	Acquired	2023-03-05	Common Stock (28852)	Direct
2020-04-01	Stock Option (Right to Buy)	$7.74	A	5410	Acquired	2023-07-31	Common Stock (5410)	Direct
2020-04-01	Stock Option (Right to Buy)	$3.61	A	56137	Acquired	2028-02-27	Common Stock (56137)	Direct
2020-04-01	Stock Option (Right to Buy)	$5.16	A	27447	Acquired	2029-02-28	Common Stock (27447)	Direct
2020-04-01	Stock Option (Right to Buy)	$5.28	A	30876	Acquired	2030-04-01	Common Stock (30876)	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 at an exchange ratio of 1.082.

F2: Includes (i) 27,050 shares underlying restricted stock units (the "RSUs"), which will vest on February 14, 2021; (ii) 13,871 shares underlying RSUs, which will vest 50% on February 14, 2021 and 50% on February 14, 2022; and (iii) 31,266 shares underlying RSUs, which will vest in three equal installments on each of February 14, 2021, February 14, 2022 and February 14, 2023, in each case, subject to continued service as of such vesting 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 as to (i) 11,122 shares on May 15, 2021, (ii) 2,566 shares on each February 15, May 15, August 15 and November 15 thereafter until February 15, 2024 and (iii) 1,717 shares on May 15, 2024, provided the Reporting Person continues to provide services to the Issuer on each such vesting date.

F4: 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 as to 50% on April 1, 2021 and 50% on April 1, 2022, provided the Reporting Person continues to provide services to the Issuer on each such vesting date.

F5: Immediately exercisable.

F6: 25% of the total number of shares underlying this option vested on February 14, 2019 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date.

F7: 25% of the total number of shares underlying this option vested on February 14, 2020 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date.

F8: 25% of the total number of shares underlying this option will vest on April 1, 2021 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date.