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: Evans Katie Seitz (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-01	Common Stock	A	23820	$0.00	Acquired	515395	Direct
2021-04-01	Common Stock	S	40238	$43.36	Disposed	475157	Direct
2021-04-01	Common Stock	S	55363	$44.11	Disposed	419794	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	17726	Acquired	2031-04-01	Common Stock (17726)	Direct

Footnotes

F1: Represents restricted stock units that vest as follows: 6,451 on May 15, 2022, 1,489 on each August 15, November 15, February 15, and May 15 thereafter until February 15, 2025 and 990 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: These sales were made pursuant to a Rule 10b5-1 Trading Plan adopted by the Reporting Person on March 1, 2021.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.75 to $43.70, 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 $43.773 to $44.50, 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: 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.