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: Goel Rajeev K. (Director, Chief Executive Officer, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (210984)		Direct
Class B Common Stock	$0.00		Class A Common Stock (1230835)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (581260)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (400000)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (68616)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (308775)		Indirect
Class B Common Stock	$0.00		Class A Common Stock (308775)		Indirect
Stock Option (Right to buy Class B Common Stock)	$1.11	2026-07-07	Class B Common Stock (451915)		Direct
Stock Option (Right to buy Class B Common Stock)	$1.11	2026-07-07	Class B Common Stock (730745)		Direct
Stock Option (Right to buy Class B Common Stock)	$1.11	2026-07-07	Class B Common Stock (15782)		Direct
Stock Option (Right to buy Class B Common Stock)	$2.15	2027-05-01	Class B Common Stock (400000)		Direct
Stock Option (Right to buy Class B Common Stock)	$3.89	2028-03-13	Class B Common Stock (350000)		Direct
Stock Option (Right to buy Class B Common Stock)	$2.97	2029-05-20	Class B Common Stock (250000)		Direct
Stock Option (Right to buy Class B Common Stock)	$2.16	2020-07-28	Class B Common Stock (600000)		Direct

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 The Goel Family Trust, of which the Reporting Person and his spouse are trustees and beneficiaries.

F3: These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.

F4: These securities are held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F5: These securities are held by The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F6: These securities are held by a trust for the benefit of the Reporting Person's child. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F7: The options are fully vested.

F8: The option vests as to 1/48 of the total shares on March 1, 2017, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option is early exercisable with respect to 223,907 shares.

F9: The option vests as to 1/48 of the total shares on February 1, 2018, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option is early exercisable with respect to 326,213 shares.

F10: The option vests as to 1/48 of the total shares on February 1, 2019, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option is early exercisable with respect to 220,673 shares.

F11: The option vests as to 1/48 of the total shares on February 1, 2020, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.