PubMatic, Inc. — Director's Dealing 2020

Dec 11, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2020-12-11

Reporting Person: CARLBORG W ERIC (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-11	Class B Common Stock	$	C	7173750	Acquired		Class A Common Stock (7173750)	Indirect
2020-12-11	Series D Preferred Stock	$	C	6136776	Disposed		Class B Common Stock (6136776)	Indirect
2020-12-11	Series D Prime Preferred Stock	$	C	1036974	Disposed		Class B Common Stock (1036974)	Indirect

Footnotes

F1: Each share of Class B common stock held by the Issuer's executive officers, directors and their respective affiliates will convert automatically into one share of Class A common stock upon any transfer that occurs after the closing of the Issuer's initial public offering, except for certain permitted transfers.

F2: These securities are held by August Capital V Special Opportunities, L.P., as nominee for August Capital V Special Opportunities, L.P., August Capital Strategic Partners V, L.P. and related individuals (collectively, the August Capital Funds). August Capital Management V, L.L.C. is the general partner of the August Capital Funds and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital Funds. Howard Hartenbaum and David M. Hornik are the members of August Capital Management V, L.L.C. and they, along with W. Eric Carlborg as a voting party with respect to the Issuer's securities, may be deemed to share voting and investment power with respect to the shares held by the August Capital Funds. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

F3: Each share of Series D Preferred Stock and Series D Prime Preferred Stock automatically converted into one share of Class B common stock immediately prior to the closing of the Issuer's initial public offering. The Series D Preferred Stock and Series D Prime Preferred Stock have no expiration date.