PubMatic, Inc. — Director's Dealing 2021

Jun 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-03-30

Reporting Person: Goel Amar K. (Director, Chief Innovation Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-24	Class A Common Stock	C	8000	—	Acquired	8000	Indirect
2021-06-24	Class A Common Stock	S	8000	$40	Disposed	0	Indirect
2021-06-24	Class A Common Stock	C	5000	—	Acquired	5000	Indirect
2021-06-24	Class A Common Stock	S	5000	$40	Disposed	0	Indirect
2021-06-24	Class A Common Stock	C	5000	—	Acquired	5000	Indirect
2021-06-24	Class A Common Stock	S	5000	$40	Disposed	0	Indirect
2021-06-24	Class A Common Stock	C	2000	—	Acquired	2000	Indirect
2021-06-24	Class A Common Stock	S	2000	$40	Disposed	0	Indirect
2021-06-24	Class A Common Stock	C	2000	—	Acquired	2000	Indirect
2021-06-24	Class A Common Stock	S	2000	$40	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-24	Class B Common Stock	$	C	8000	Disposed		Class A Common Stock (8000.0)	Indirect
2021-06-24	Class B Common Stock	$	C	5000	Disposed		Class A Common Stock (5000.0)	Indirect
2021-06-24	Class B Common Stock	$	C	5000	Disposed		Class A Common Stock (5000.0)	Indirect
2021-03-30	Class B Common Stock	$	J	1321304	Disposed		Class A Common Stock (1321304.0)	Indirect
2021-03-30	Class B Common Stock	$	J	660652	Acquired		Class A Common Stock (660652.0)	Indirect
2021-03-30	Class B Common Stock	$	J	660652	Acquired		Class A Common Stock (660652.0)	Indirect
2021-06-24	Class B Common Stock	$	C	2000	Disposed		Class A Common Stock (2000.0)	Indirect
2021-06-24	Class B Common Stock	$	C	2000	Disposed		Class A Common Stock (2000.0)	Indirect

Footnotes

F1: These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.

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

F3: These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.

F4: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Tuscan Irrevocable Trust on March 4, 2021.

F5: These shares are held by the Marais Irrevocable Trust, of which the Reporting Person's spouse is a beneficiary. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F6: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Marais Irrevocable Trust on March 4, 2021.

F7: These shares are held by the RAJN Trust-A, of which one of the Reporting Person's children is a beneficiary. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F8: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the RAJN Trust-A on March 4, 2021.

F9: These shares are held by the RAJN Trust-N, of which one of the Reporting Person's children is a beneficiary. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F10: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the RAJN Trust-N on March 4, 2021.

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.

F12: On March 30, 2021, the RAJN Trust distributed 660,652 shares of the Issuer's Class B common stock to the RAJN Trust-A and 660,652 shares of the Issuer's Class B common stock to the RAJN Trust-N.

F13: These shares were held by the RAJN Trust, of which the Reporting Person's children were beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.