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: Chow Thomas C. (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-01	Class A Common Stock	C	15000	—	Acquired	16866	Direct
2021-06-01	Class A Common Stock	S	16866	$30.07	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-01	Stock Option (Right to buy Class B Common Stock)	$3.89	M	15000	Disposed	2028-08-20	Class B Common Stock (15000.0)	Direct
2021-06-01	Class B Common Stock	$	M	15000	Acquired		Class A Common Stock (15000.0)	Direct
2021-06-01	Class B Common Stock	$	C	15000	Disposed		Class A Common Stock (15000.0)	Direct

Footnotes

F1: Includes 1,866 shares of the Issuer's Class A common stock acquired on May 28, 2021 pursuant to the Issuer's Employee Stock Purchase Plan.

F2: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 5, 2021.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $29.97 to $30.16, 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 option vests as to 25% of the total shares on July 10, 2019, and 1/4 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F5: 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.