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: van der Zweep Michael (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-01	Class A Common Stock	C	8710	—	Acquired	9506	Direct
2021-12-01	Class A Common Stock	S	3481	$37.07	Disposed	6025	Direct
2021-12-01	Class A Common Stock	S	700	$37.96	Disposed	5325	Direct
2021-12-01	Class A Common Stock	S	900	$39.27	Disposed	4425	Direct
2021-12-01	Class A Common Stock	S	2200	$40.18	Disposed	2225	Direct
2021-12-01	Class A Common Stock	S	1429	$41.07	Disposed	796	Direct
2021-12-02	Class A Common Stock	S	711	$37.62	Disposed	85	Direct
2021-12-03	Class A Common Stock	C	4000	—	Acquired	4085	Direct
2021-12-03	Class A Common Stock	G	4000	—	Disposed	85	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-01	Class B Common Stock	$	C	8710	Disposed		Class A Common Stock (8710.0)	Direct
2021-12-03	Class B Common Stock	$	C	4000	Disposed		Class A Common Stock (4000.0)	Direct

Footnotes

F1: Includes 711 shares of the Issuer's Class A common stock acquired on November 30, 2021 pursuant to the Issuer's Employee Stock Purchase Plan.

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

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.63 to $37.60, 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 $37.65 to $38.48, 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 at prices ranging from $38.74 to $39.73, 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 $39.74 to $40.73, 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 6 to this Form 4.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.74 to $41.34, 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 7 to this Form 4.

F8: Reflects the gift of common stock to a charitable donor advised fund.

F9: 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.