PubMatic, Inc. — Director's Dealing 2021

Feb 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-01-29

Reporting Person: Goel Rajeev K. (Director, Chief Executive Officer, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-29	Restricted Stock Unit	$	A	42203	Acquired		Class A Common Stock (42203.0)	Direct
2021-01-29	Stock Option (Right to buy Class A Common Stock)	$36.25	A	250636	Acquired	2031-01-29	Class A Common Stock (250636.0)	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: The RSUs vest as to 1/8 of the total shares on June 30, 2021, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. In connection with the award, the Reporting Person has made a deferral election pursuant to which settlement of all RSUs has been deferred until January 29, 2026.

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

F4: The option vests as to 1/48 of the total shares on February 1, 2021, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.