MAGNITE, INC. — Director's Dealing 2021

Jul 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAGNITE, INC. (MGNI)
CIK: 0001595974
Period of Report: 2021-07-01

Reporting Person: Gephart Brian (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-01	Common Stock	A	18268	$0.00	Acquired	18268	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-01	Stock Option (Right to Buy)	$34.68	A	13594	Acquired	2031-07-01	Common Stock (13594)	Direct

Footnotes

F1: Represents restricted stock units that vest as follows: 4,948 on August 15, 2022, 1,142 on each November 15, February 15, May 15 and August 15 thereafter until May 15, 2025 and 758 on August 15, 2025, subject to the Reporting Person's 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.

F2: Equity grant under the Issuer's 2014 Equity Incentive Plan.

F3: 25% of the total number of shares underlying the option will vest on June 28, 2022 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to the Reporting Person's 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.