PubMatic, Inc. — Director's Dealing 2021

Jun 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-06-01

Reporting Person: August Capital Management V, L.L.C. (10% Owner)
Reporting Person: August Capital V, L.P. (10% Owner)
Reporting Person: August Capital Strategic Partners V, L.P. (10% Owner)
Reporting Person: Hornik David (10% Owner)
Reporting Person: Hartenbaum Howard (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-01	Class A common stock	C	2000000	—	Acquired	2000000	Indirect
2021-06-02	Class A common stock	J	1610763	—	Disposed	389237	Indirect
2021-06-02	Class A common stock	J	39874	—	Acquired	39874	Direct
2021-06-02	Class A common stock	J	39874	—	Acquired	39874	Direct
2021-06-03	Class A Common stock	S	26630	$29.43	Disposed	13244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-01	Class B common stock	$	C	2000000	Disposed		Class A common stock (2000000)	Indirect

Footnotes

F1: Represents a pro-rata in-kind distribution of Class A common stock to the partners of the August Capital Funds and the members and assignees of the August General Partner, and not a purchase or sale, without additional consideration.

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 that occurs after the closing of the Issuer's initial public offering, except for certain permitted transfers.

F3: These securities are held by August Capital V Special Opportunities, L.P., as nominee for August Capital V Special Opportunities, L.P., August Capital Strategic Partners V, L.P. and related individuals (collectively, the "August Capital Funds"). August Capital Management V, L.L.C. is the general partner of the August Capital Funds (the "August General Partner") and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital Funds. Howard Hartenbaum and David M. Hornik are the members of August Capital Management V, L.L.C. and they, along with W. Eric Carlborg as a voting party with respect to the Issuer's securities, may be deemed to share voting and investment power with respect to the shares held by the August Capital Funds.

F4: Shares held directly by David M. Hornik

F5: Shares held directly by Howard Hartenbaum.

F6: The price reported in this Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.13 to $29.73, inclusive. The reporting person undertakes to provide the Issuer, any security holder 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.