PubMatic, Inc. — Director's Dealing 2021

Dec 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-12-01

Reporting Person: GUPTA NARENDRA (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-01	Class A common stock	C	1991371	—	Acquired	1991371	Indirect
2021-12-01	Class A common stock	J	1991371	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-01	Class B common stock	$	C	1991371	Disposed		Class A common stock (1991371)	Indirect
2021-12-01	Class B common stock	$	J	633472	Disposed		Class A common stock (633472)	Indirect
2021-12-01	Class B common stock	$	J	514992	Acquired		Class A common stock (514992)	Indirect

Footnotes

F1: Represents a pro-rata in-kind distribution of Class A common stock and Class B common stock, and not a purchase or sale, without additional consideration to its partners.

F2: 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.

F3: These securities are held by Nexus India Capital I, L.P. (Nexus Capital). The sole general partner of Nexus Capital is Nexus India Management I, L.P. (Nexus Management), and the sole general partner of Nexus Management is Nexus India Master Management I, Ltd. (Nexus Master). The Reporting Person holds sole voting, and investment power in Nexus Master, and thus may be deemed to hold sole voting and investment power over these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

F4: Pursuant to the charter documents of the Issuer, the recipients of such distribution were permitted transferees and thus received such distribution in Class B common stock.

F5: These securities are held by the Naren & Vinita Gupta Living Trust, Dated 12/2/94.