PubMatic, Inc. — Director's Dealing 2020

Dec 8, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2020-12-08

Reporting Person: GUPTA NARENDRA (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Class B Common Stock (3749055)		Indirect
Series B Preferred Stock	$		Class B Common Stock (3779676)		Indirect
Series C Preferred Stock	$		Class B Common Stock (3182237)		Indirect
Series D Preferred Stock	$		Class B Common Stock (872396)		Indirect
Series D Prime Preferred Stock	$		Class B Common Stock (41479)		Indirect

Footnotes

F1: 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 will automatically convert 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.

F2: 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.

F3: 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.