PubMatic, Inc. — Director's Dealing 2021

Feb 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2020-12-11

Reporting Person: DRAPER ASSOCIATES L P (10% Owner)
Reporting Person: DRAPER FISHER JURVETSON PARTNERS VIII LLC (10% Owner)
Reporting Person: Draper Fisher Jurvetson Fund VIII L P (10% Owner)
Reporting Person: Draper Associates Riskmasters Fund II, LLC (10% Owner)
Reporting Person: Draper Associates Riskmasters Fund III, LLC (10% Owner)
Reporting Person: DRAPER TIMOTHY C (10% Owner)
Reporting Person: Fisher John H N (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-11	Class A Common Stock	S	37895	$20	Disposed	0	Indirect
2020-12-11	Class A Common Stock	C	37895	—	Acquired	37895	Indirect
2020-12-11	Class A Common Stock	C	426316	—	Acquired	426316	Indirect
2020-12-11	Class A Common Stock	S	426316	$20	Disposed	0	Indirect
2020-12-11	Class A Common Stock	C	9474	—	Acquired	9474	Indirect
2020-12-11	Class A Common Stock	S	9474	$20	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-11	Class B Common Stock	$	C	37895	Acquired		Class A Common Stock (37895.0)	Indirect
2020-12-11	Series A Preferred Stock	$	C	112472	Disposed		Class B Common Stock (112472.0)	Indirect
2020-12-11	Series B Preferred Stock	$	C	113390	Disposed		Class B Common Stock (113390.0)	Indirect
2020-12-11	Series C Preferred Stock	$	C	95467	Disposed		Class B Common Stock (95467.0)	Indirect
2020-12-11	Class B Common Stock	$	C	426316	Acquired		Class A Common Stock (426316.0)	Indirect
2020-12-11	Series D Preferred Stock	$	C	4909	Disposed		Class B Common Stock (4909.0)	Indirect
2020-12-11	Series D Prime Preferred Stock	$	C	4148	Disposed		Class B Common Stock (4148.0)	Indirect
2020-12-11	Series A Preferred Stock	$	C	1265306	Disposed		Class B Common Stock (1265306.0)	Indirect
2020-12-11	Series B Preferred Stock	$	C	1275640	Disposed		Class B Common Stock (1275640.0)	Indirect
2020-12-11	Series C Preferred Stock	$	C	1074005	Disposed		Class B Common Stock (1074005.0)	Indirect
2020-12-11	Series D Prime Preferred Stock	$	C	46664	Disposed		Class B Common Stock (46664.0)	Indirect
2020-12-11	Series D Preferred Stock	$	C	55231	Disposed		Class B Common Stock (55231.0)	Indirect
2020-12-11	Class B Common Stock	$	C	9474	Acquired		Class A Common Stock (9474.0)	Indirect
2020-12-11	Series A Preferred Stock	$	C	28118	Disposed		Class B Common Stock (28118.0)	Indirect
2020-12-11	Series B Preferred Stock	$	C	28348	Disposed		Class B Common Stock (28348.0)	Indirect
2020-12-11	Series C Preferred Stock	$	C	23867	Disposed		Class B Common Stock (23867.0)	Indirect
2020-12-11	Series D Prime Preferred Stock	$	C	1037	Disposed		Class B Common Stock (1037.0)	Indirect
2020-12-11	Series D Preferred Stock	$	C	1227	Disposed		Class B Common Stock (1227.0)	Indirect

Footnotes

F1: These shares are held of record by Draper Associates, L.P. ("DALP"). DALP invests lockstep alongside Draper Fisher Jurvetson Fund VIII, L.P ("Fund VIII"). The General Partner of DALP is Draper Management Company, LLC ("DMC"). The Managing Member of DMC is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DALP. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F2: These shares are held of record by Fund VIII. Timothy C. Draper and John H.N. Fisher are Managing Directors of the general partner entities of Fund VIII that directly hold shares and as such, they may be deemed to have voting and investment power with respect to such shares. Mr. Draper and Mr. Fisher each disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F3: These shares are held of record by Draper Fisher Jurvetson Partners VIII, LLC ("Partners VIII"). Partners VIII invests lockstep alongside Fund VIII. The Managing Members of Partners VIII are Timothy C. Draper and John H.N. Fisher and as such, they may be deemed to have voting and investment power with respect to such shares. Mr. Draper and Mr. Fisher each disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F4: After closing of the Issuer's initial public offering, each outstanding share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

F5: Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D Prime Preferred Stock automatically converted into one share of Class B common stock immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D Prime Preferred Stock have no expiration date.

F6: These shares are held of record by Draper Associates Riskmasters Fund II, LLC ("DARF II"). DARF II invests lockstep alongside Fund VIII. The Managing Member of DARF II is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DARF II. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F7: These shares are held of record by Draper Associates Riskmasters Fund III, LLC ("DARF III"). DARF III invests lockstep alongside Fund VIII. The Managing Member of DARF III is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DARF III. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.