MAGNITE, INC. — Director's Dealing 2021

Sep 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAGNITE, INC. (MGNI)
CIK: 0001595974
Period of Report: 2021-09-08

Reporting Person: Saltz Aaron (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-08	Common Stock	M	5410	$7.74	Acquired	263826	Direct
2021-09-08	Common Stock	M	28852	$5.46	Acquired	292678	Direct
2021-09-10	Common Stock	M	965	$5.28	Acquired	293643	Direct
2021-09-10	Common Stock	M	8264	$3.61	Acquired	301907	Direct
2021-09-10	Common Stock	M	4575	$5.16	Acquired	306482	Direct
2021-09-10	Common Stock	S	40004	$30.21	Disposed	266478	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-08	Stock Option (Right to Buy)	$7.74	M	5410	Disposed	2023-07-31	Common Stock (5410)	Direct
2021-09-08	Stock Option (Right to Buy)	$5.46	M	28852	Disposed	2023-03-05	Common Stock (28852)	Direct
2021-09-10	Stock Option (Right to Buy)	$5.28	M	965	Disposed	2030-04-01	Common Stock (965)	Direct
2021-09-10	Stock Option (Right to Buy)	$3.61	M	8264	Disposed	2028-02-27	Common Stock (8264)	Direct
2021-09-10	Stock Option (Right to Buy)	$5.16	M	4575	Disposed	2029-02-28	Common Stock (4575)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.15 to $30.33, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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 range set forth in this footnote.

F2: This option is fully vested and immediately exercisable.

F3: Equity grant under the Company's 2014 Equity Incentive Plan.

F4: 25% of the total number of shares underlying this option vested 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. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances.

F5: 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. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances.

F6: 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. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances.