PubMatic, Inc. — Director's Dealing 2021

Feb 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-02-18

Reporting Person: GUPTA NARENDRA (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-18	Restricted Stock Unit	$	A	5748	Acquired		Class A Common Stock (5748.0)	Direct

Footnotes

F1: 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.

F2: All of the RSUs will vest on February 18, 2022, subject to the Reporting Person's provision of service to the Issuer as a non-employee director on such date. The RSUs will settle upon the earlier of (a) the Reporting Person's death, (b) the date when the Reporting Person becomes disabled (as such term is defined in Section 409A of the Internal Revenue Code (the "Code")), (c) the occurrence of a change in control (within the meaning of Section 409A of the Code), or (d) the separation from service by the Reporting Person from the Issuer (within the meaning of Section 409A of the Code).

F3: RSUs do not expire; they either vest or are cancelled prior to the vesting date.