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: NEXUS INDIA CAPITAL I L P (10% Owner)
Reporting Person: Nexus India Management I, LP (10% Owner)
Reporting Person: Nexus India Master Management I, Ltd (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	Direct
2020-12-11	Class A Common Stock	S	1000000	$20.00	Disposed	0	Direct

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)	Direct
2020-12-11	Class B Common Stock	$	C	1000000	Disposed		Class A Common Stock (10624843)	Direct
2020-12-11	Series A Preferred Stock	$	C	3749055	Disposed		Class B Common Stock (3749055)	Direct
2020-12-11	Series B Preferred Stock	$	C	3779676	Disposed		Class B Common Stock (3779676)	Direct
2020-12-11	Series C Preferred Stock	$	C	3182237	Disposed		Class B Common Stock (3182237)	Direct
2020-12-11	Series D Preferred Stock	$	C	872396	Disposed		Class B Common Stock (872396)	Direct
2020-12-11	Series D Prime Preferred Stock	$	C	41479	Disposed		Class B Common Stock (41479)	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: 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.