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: BARRETT MICHAEL G. (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-01	Common Stock	A	175992	—	Acquired	1786177	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-01	Stock Option (right to buy)	$5.28	A	231568	Acquired	2030-04-01	Common Stock (231568.0)	Direct
2020-04-01	Performance Stock Units	$	A	146341	Acquired		Common Stock (146341.0)	Direct

Footnotes

F1: Represents restricted stock units that vest as follows: 47,664 on May 15, 2021, 11,000 on each August 15, November 15, February 15, and May 15 thereafter until February 15, 2024 and 7,328 on May 15, 2024.

F2: Granted as compensation for services.

F3: 25% of the stock options will vest on April 1, 2021 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter.

F4: Each performance stock unit ("PSU") represents a contingent right to receive on vesting one share of the issuer's common stock.

F5: Vesting of the PSU will be determined based on the issuer's total stockholder return ("TSR") for the three-year period beginning on the grant date of the award relative to the TSRs of the companies in the Russell 2000 index over that period. The number of PSUs reported in column 5 reflects the target number of PSUs subject to the award. The award is eligible to vest as to 0% to 150% of the target number of PSUs.