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: Goel Amar K. (Director, Chairman, Chief Growth Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-11	Class A Common Stock	C	333350	$0.00	Acquired	333350	Direct
2020-12-11	Class A Common Stock	S	333350	$20.00	Disposed	0	Direct
2020-12-11	Class A Common Stock	C	166650	$0.00	Acquired	166650	Indirect
2020-12-11	Class A Common Stock	S	166650	$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	$0.00	M	143750	Acquired		Class A Common Stock (143750)	Direct
2020-12-11	Class B Common Stock	$0.00	M	189600	Acquired		Class A Common Stock (189600)	Direct
2020-12-11	Class B Common Stock	$0.00	C	333350	Disposed		Class A Common Stock (333350)	Direct
2020-12-11	Stock Option (Right to buy Class B Common Stock)	$2.15	M	143750	Disposed	2027-05-21	Class B Common Stock (143750)	Direct
2020-12-11	Stock Option (Right to buy Class B Common Stock)	$3.89	M	189600	Disposed	2028-03-13	Class B Common Stock (189600)	Direct
2020-12-11	Class B Common Stock	$0.00	C	166650	Disposed		Class A Common Stock (166650)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$0.00		Class A Common Stock (1000000)	1000000	Indirect
Class B Common Stock	$0.00		Class A Common Stock (1000000)	1000000	Indirect
Class B Common Stock	$0.00		Class A Common Stock (1321304)	1321304	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 shares are held by The Birchwood Trust, of which the Reporting Person and his spouse are trustees and beneficiaries.

F3: 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.

F4: 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.

F5: These shares are held by the Marais Irrevocable Trust, of which the Reporting Person's spouse is a beneficiary. 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 shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.

F7: These shares are held by the RAJN 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.