PubMatic, Inc. — Director's Dealing 2021

Aug 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-05-17

Reporting Person: van der Zweep Michael (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-16	Class A Common Stock	M	69	—	Acquired	69	Direct
2021-08-16	Class A Common Stock	S	26	$28.66	Disposed	43	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-17	Restricted Stock Unit	$	A	1104	Acquired		Class A Common Stock (1104.0)	Direct
2021-08-16	Restricted Stock Unit	$	M	69	Disposed		Class A Common Stock (69.0)	Direct

Footnotes

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

F2: 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. Unless otherwise provided, on each vesting date shares of common stock will automatically be sold to satisfy the Reporting Person's tax withholding obligations.

F3: The RSUs vest as to 1/16th of the total shares quarterly, beginning on August 15, 2021, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F4: RSUs do not expire; they either vest or are canceled prior to the vesting date.