MAGNITE, INC. — Director's Dealing 2021

Apr 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAGNITE, INC. (MGNI)
CIK: 0001595974
Period of Report: 2021-04-05

Reporting Person: Saltz Aaron (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-05	Common Stock	M	5373	$3.61	Acquired	312132	Direct
2021-04-05	Common Stock	S	3838	$40.07	Disposed	308294	Direct
2021-04-05	Common Stock	S	3123	$40.79	Disposed	305171	Direct
2021-04-05	Common Stock	S	6350	$42.13	Disposed	298821	Direct
2021-04-05	Common Stock	S	1689	$43.08	Disposed	297132	Direct
2021-04-05	Common Stock	S	19091	$40.25	Disposed	278041	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-05	Stock Option (Right to Buy)	$3.61	M	5373	Disposed	2028-02-27	Common Stock (5373)	Direct

Footnotes

F1: This exercise and subsequent sales were made pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.54 to $40.50, 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 ranges set forth in this footnote.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.571 to $41.18, 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 ranges set forth in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.57 to $42.56, 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 ranges set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.60 to $43.50, 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 ranges set forth in this footnote.

F6: Represents the non-discretionary sale of shares on behalf of the Reporting Person pursuant to an arrangement mandated by the Issuer to cover the tax withholding obligations associated with the vesting of restricted stock units.

F7: 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.

F8: Equity grant under the Company's 2014 Equity Incentive Plan.