PubMatic, Inc. — Director's Dealing 2021

Nov 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-11-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-26	Class A Common Stock	C	66882	—	Acquired	66882	Direct
2021-11-26	Class A Common Stock	S	38604	$37.45	Disposed	28278	Direct
2021-11-26	Class A Common Stock	S	25678	$38.26	Disposed	2600	Direct
2021-11-26	Class A Common Stock	S	2600	$39.06	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-26	Stock Option (Right to buy Class B Common Stock)	$2.16	M	9792	Disposed	2030-07-28	Class B Common Stock (9792.0)	Direct
2021-11-26	Stock Option (Right to buy Class B Common Stock)	$3.89	M	38867	Disposed	2028-08-20	Class B Common Stock (38867.0)	Direct
2021-11-26	Stock Option (Right to buy Class B Common Stock)	$2.97	M	18223	Disposed	2029-05-20	Class B Common Stock (18223.0)	Direct
2021-11-26	Class B Common Stock	$	M	66882	Acquired		Class A Common Stock (66882.0)	Direct
2021-11-26	Class B Common Stock	$	C	66882	Disposed		Class A Common Stock (66882.0)	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 $36.81 to $37.80, 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 $37.81 to $38.80, 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 in prices ranging from $38.83 to $39.35, 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 option vested as to 1/48 of the total shares on February 1, 2020, and 1/48 of the total shares vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F6: The option vested as to 25% of the total shares on July 10, 2019, and 1/4 of the total shares vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F7: The option vested as to 1/48 of the total shares on February 1, 2019, and 1/48 of the total shares vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F8: 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.