NEWS CORP — Director's Dealing 2014

Apr 1, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: RUBICON PROJECT, INC. (RUBI)
CIK: 0001595974
Period of Report: 2014-04-01

Reporting Person: NEWS CORP (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	4190063	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Convertible Preferred Stock	$		Class A Common Stock (1406062)		Direct

Footnotes

F1: The Class B Common Stock will automatically convert into Class A Common Stock on a one-for-one basis immediately prior to the completion of the initial public offering of The Rubicon Project, Inc.'s (the "Issuer") Common Stock.

F2: Pursuant to the Sixth Amended and Restated Certificate of Incorporation (the "A&R Charter") of the Issuer to be filed immediately prior to the completion of the Issuer's initial public offering, effective upon the filing of the A&R Charter each share of Class A Common Stock (including each share of Class A Common Stock issued upon the conversion of shares of the Company's Series D Convertible Preferred Stock upon completion of the Issuer's initial public offering ), and each share of Class B Common Stock that is issued and outstanding and has not been converted into Class A Common Stock, will be automatically reclassified and converted into one share of a single class of Common Stock.

F3: The Series D Convertible Preferred Stock will automatically convert into 1/2 of a share of Class A Common Stock upon completion of the Issuer's initial public offering of its Common Stock. The Convertible Preferred Stock has no expiration date.