PubMatic, Inc. — Director's Dealing 2021

Nov 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-11-10

Reporting Person: van der Zweep Michael (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-10	Class A Common Stock	C	20365	—	Acquired	20408	Direct
2021-11-10	Class A Common Stock	S	19865	$40.11	Disposed	543	Direct
2021-11-10	Class A Common Stock	S	500	$41.07	Disposed	43	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-10	Stock Option (Right to buy Class B Common Stock)	$5.29	M	4167	Disposed	2030-10-09	Class B Common Stock (4167.0)	Direct
2021-11-10	Stock Option (Right to buy Class B Common Stock)	$2.97	M	6198	Disposed	2029-09-26	Class B Common Stock (6198.0)	Direct
2021-11-10	Stock Option (Right to buy Class B Common Stock)	$2.15	M	10000	Disposed	2027-05-01	Class B Common Stock (10000.0)	Direct
2021-11-10	Class B Common Stock	$	M	20365	Acquired		Class A Common Stock (20365.0)	Direct
2021-11-10	Class B Common Stock	$	C	20365	Disposed		Class A Common Stock (20365.0)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $40.00 to $40.98, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2 to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $41.00 to $41.15, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 3 to this Form 4.

F4: The options vest as to 1/48 of the total shares on November 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.

F5: The options vest as to 1/48 of the total shares on October 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.

F6: The options are fully vested.

F7: 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, except for certain permitted transfers.