PubMatic, Inc. — Director's Dealing 2021

Oct 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-09-30

Reporting Person: Goel Amar K. (Director, Chief Innovation Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-30	Class A Common Stock	M	1004	—	Acquired	1004	Direct
2021-10-01	Class A Common Stock	S	368	$25.47	Disposed	636	Direct
2021-10-04	Class A Common Stock	S	636	$25.26	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-30	Restricted Stock Unit	$	M	1004	Disposed		Class A Common Stock (1004.0)	Direct

Footnotes

F1: The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.38 to $25.57, 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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.85 to $25.30, 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 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 16,077 RSUs. Such RSUs were previously reported in Table II on a Form 4 filed with the Securities and Exchange Commission on February 2, 2021.

F6: The RSUs vested 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.

F7: RSUs do not expire; they either vest or are canceled prior to the vesting date.