NEWS CORP — Director's Dealing 2014

Apr 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2014-04-07

Reporting Person: NEWS CORP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-07	Class B Common Stock	J	4190063	—	Disposed	0	Direct
2014-04-07	Class A Common Stock	J	4190063	—	Acquired	4190063	Direct
2014-04-07	Class A Common Stock	C	1406062	—	Acquired	5596125	Direct
2014-04-07	Class A Common Stock	J	5596125	—	Disposed	0	Direct
2014-04-07	Common Stock	J	5596125	—	Acquired	5596125	Direct
2014-04-07	Common Stock	S	849776	$15	Disposed	4746349	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-07	Series D Convertible Preferred Stock	$	C	2812124	Disposed		Class A Common Stock (1406062)	Direct

Footnotes

F1: Each share of Class B Common Stock automatically converted into one share of Class A Common Stock immediately prior to the completion of the initial public offering of The Rubicon Project, Inc.'s (the "Issuer") Common Stock, which occurred on April 7, 2014. Such reclassification was exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended.

F2: Each share of Series D Convertible Preferred Stock automatically converted into 1/2 of a share of Class A Common Stock upon completion of the Issuer's initial public offering of its Common Stock on April 7, 2014. The Convertible Preferred Stock had no expiration date.

F3: Pursuant to the Sixth Amended and Restated Certificate of Incorporation of the Issuer filed prior to the completion of the Issuer's initial public offering, each share of Class A Common Stock was reclassified and converted into one share of a single class of Common Stock on April 7, 2014. Such reclassification was exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended.