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: GUPTA NARENDRA (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-11	Class A Common Stock	C	1000000	$0.00	Acquired	1000000	Indirect
2020-12-11	Class A Common Stock	S	1000000	$20.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-11	Class B Common Stock	$	C	11624843	Acquired		Class A Common Stock (11624843)	Indirect
2020-12-11	Class B Common Stock	$	C	1000000	Disposed		Class A Common Stock (10624843)	Indirect
2020-12-11	Series A Preferred Stock	$	C	3749055	Disposed		Class B Common Stock (3749055)	Indirect
2020-12-11	Series B Preferred Stock	$	C	3779676	Disposed		Class B Common Stock (3779676)	Indirect
2020-12-11	Series C Preferred Stock	$	C	3182237	Disposed		Class B Common Stock (3182237)	Indirect
2020-12-11	Series D Preferred Stock	$	C	872396	Disposed		Class B Common Stock (872396)	Indirect
2020-12-11	Series D Prime Preferred Stock	$	C	41479	Disposed		Class B Common Stock (41479)	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 Nexus India Capital I, L.P. (Nexus Capital). The sole general partner of Nexus Capital is Nexus India Management I, L.P. (Nexus Management), and the sole general partner of Nexus Management is Nexus India Master Management I, Ltd. (Nexus Master). The Reporting Person holds sole voting, and investment power in Nexus Master, and thus may be deemed to hold sole voting and investment power over these shares. 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 A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, 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 A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D Prime Preferred Stock have no expiration date.