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: Hirsch Jeffrey K. (Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-01	Class A Common Stock	C	20000	—	Acquired	22529	Direct
2021-12-01	Class A Common Stock	S	1721	$37.01	Disposed	20808	Direct
2021-12-01	Class A Common Stock	S	879	$37.89	Disposed	19929	Direct
2021-12-01	Class A Common Stock	S	5787	$39.97	Disposed	14142	Direct
2021-12-01	Class A Common Stock	S	10813	$40.81	Disposed	3329	Direct
2021-12-01	Class A Common Stock	S	800	$41.34	Disposed	2529	Direct
2021-12-02	Class A Common Stock	S	447	$37.59	Disposed	2082	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-01	Stock Option (Right to buy Class B Common Stock)	$2.97	M	2331	Disposed	2029-05-20	Class B Common Stock (2331.0)	Direct
2021-12-01	Stock Option (Right to buy Class B Common Stock)	$2.16	M	2669	Disposed	2030-07-28	Class B Common Stock (2669.0)	Direct
2021-12-01	Stock Option (Right to buy Class B Common Stock)	$1.11	M	15000	Disposed	2026-08-15	Class B Common Stock (15000.0)	Direct
2021-12-01	Class B Common Stock	$	M	20000	Acquired		Class A Common Stock (20000.0)	Direct
2021-12-01	Class B Common Stock	$	C	20000	Disposed		Class A Common Stock (20000.0)	Direct

Footnotes

F1: Includes 447 shares of the Issuer's Class A common stock acquired on November 30, 2021 pursuant 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 in prices ranging from $36.64 to $37.57, 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 $37.65 to $38.51, 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 in prices ranging from $39.24 to $40.20, 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 in prices ranging from $40.29 to $41.25, 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 in prices ranging from $41.31 to $41.55, 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: The option vested as to 1/48 of the total shares on February 1, 2019, and 1/48 of the total shares vests monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F9: The option vested as to 1/48 of the total shares on February 1, 2020, and 1/48 of the total shares vests monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F10: The options are fully vested.

F11: 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.