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 Ashish (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-11	Class A Common Stock	C	975241	$0.00	Acquired	975241	Indirect
2020-12-11	Class A Common Stock	S	975241	$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	8502661	Acquired		Class A Common Stock (8502661)	Indirect
2020-12-11	Class B Common Stock	$	C	975241	Disposed		Class A Common Stock (975241)	Indirect
2020-12-11	Series A Preferred Stock	$	C	1405896	Disposed		Class B Common Stock (1405896)	Indirect
2020-12-11	Series B Preferred Stock	$	C	1417378	Disposed		Class B Common Stock (1417378)	Indirect
2020-12-11	Series C Preferred Stock	$	C	5000657	Disposed		Class B Common Stock (5000657)	Indirect
2020-12-11	Series D Preferred Stock	$	C	637251	Disposed		Class B Common Stock (637251)	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 Helion Venture Partners, LLC (HVP LLC). The General Partners of HVP LLC are Ashish Gupta and Sanjeev Aggarwal. The Investment Manager of HVP LLC is Helion Investment Management LLC, of which SA Holdings Global Ltd. (SA Holdings), and the Gupta Goyal Revocable Trust (Goyal Trust) are members. Sanjeev Aggarwal has sole voting and investment power with respect to the shares held by SA Holdings. Ashish Gupta and Nita Goyal share voting and investment power with respect to the shares held by the Goyal Trust. Ashish Gupta is a Director on the Boards of HVP LLC and the Issuer. Accordingly, Sanjeev Aggarwal, Ashish Gupta, and Nita Goyal may be deemed to share voting and investment power over these shares.

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.