PubMatic, Inc. — Director's Dealing 2021

Jul 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-06-30

Reporting Person: Chow Thomas C. (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-30	Class A Common Stock	M	1608	—	Acquired	1608	Direct
2021-07-01	Class A Common Stock	C	5000	—	Acquired	6608	Direct
2021-07-01	Class A Common Stock	S	3500	$36.88	Disposed	3108	Direct
2021-07-01	Class A Common Stock	S	1000	$38.29	Disposed	2108	Direct
2021-07-01	Class A Common Stock	S	500	$39.06	Disposed	1608	Direct
2021-07-02	Class A Common Stock	S	630	$34.97	Disposed	978	Direct
2021-07-02	Class A Common Stock	S	978	$34.44	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-30	Restricted Stock Unit	$	M	1608	Disposed		Class A Common Stock (1608.0)	Direct
2021-07-01	Stock Option (Right to buy Class B Common Stock)	$3.89	M	5000	Disposed	2028-08-20	Class B Common Stock (5000.0)	Direct
2021-07-01	Class B Common Stock	$	M	5000	Acquired		Class A Common Stock (5000.0)	Direct
2021-07-01	Class B Common Stock	$	C	5000	Disposed		Class A Common Stock (5000.0)	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 on March 5, 2021.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.55 to $37.43, 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 at prices ranging from $37.68 to $38.65, 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 $38.77 to $39.40, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $34.68 to $35.43, 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 5 to this Form 4.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.35 to $34.52, 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 5 to this Form 4.

F7: Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration. On January 29, 2021, the Reporting Person was granted 12,862 RSUs. Such RSUs were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on February 2, 2021.

F8: The RSUs vest as to 1/8 of the total shares on June 30, 2021, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F9: RSUs do not expire; they either vest or are canceled prior to the vesting date.

F10: The options vest as to 25% of the total shares on July 10, 2019, and 1/4 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F11: 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.