MAGNITE, INC. — Director's Dealing 2021

Apr 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MAGNITE, INC. (MGNI)
CIK: 0001595974
Period of Report: 2021-04-01

Reporting Person: Hughes Shawna (Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-01	Common Stock	A	16107	$0.00	Acquired	180019	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-01	Employee Stock Option (right to buy)	$42.80	A	9454	Acquired	2031-04-01	Common Stock (9454)	Direct

Footnotes

F1: Represents restricted stock units that vest as follows: 4,363 on May 15, 2022, 1,007 on each August 15, November 15, February 15, and May 15 thereafter until February 15, 2025 and 667 on May 15, 2025, 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.

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

F3: 25% of the total number of shares underlying this option will vest on April 1, 2022 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.