PubMatic, Inc. — Director's Dealing 2021

Dec 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-11-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-30	Class A Common Stock	C	200	—	Acquired	200	Indirect
2021-11-30	Class A Common Stock	S	200	$41.64	Disposed	0	Indirect
2021-12-01	Class A Common Stock	C	200	—	Acquired	200	Indirect
2021-12-01	Class A Common Stock	S	200	$41.07	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-30	Class B Common Stock	$	C	200	Disposed		Class A Common Stock (200.0)	Indirect
2021-12-01	Class B Common Stock	$	C	200	Disposed		Class A Common Stock (200.0)	Indirect

Footnotes

F1: These shares are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by The Goel Family Trust.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.19 to $42.09, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.03 to $41.11, 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 4 to this Form 4.

F5: 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.