MAGNITE, INC. — Director's Dealing 2021

Jun 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAGNITE, INC. (MGNI)
CIK: 0001595974
Period of Report: 2021-06-01

Reporting Person: Buckley Sean Patrick (Chief Revenue Officer, CTV)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-01	Common Stock	A	58843	$0.00	Acquired	58843	Direct
2021-06-01	Common Stock	A	50437	$0.00	Acquired	109280	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-01	Stock Option (Right to Buy)	$30.93	A	43788	Acquired	2031-06-01	Common Stock (43788)	Direct

Footnotes

F1: Represents restricted stock units that vest as follows: 14,711 on May 15, 2022, 3,678 on each August 15, November 15, February 15 and May 15 thereafter until February 15, 2025 and 3,674 on May 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: Represents restricted stock units that vest as follows: one-half on June 1, 2022 and one-half on June 1, 2023, 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.

F4: 25% of the total number of shares underlying the option will vest on May 15, 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.