PubMatic, Inc. — Director's Dealing 2021

Nov 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-11-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-08	Class A Common Stock	C	8680	—	Acquired	8680	Indirect
2021-11-08	Class A Common Stock	S	8680	$30.01	Disposed	0	Indirect
2021-11-08	Class A Common Stock	C	6700	—	Acquired	6700	Indirect
2021-11-08	Class A Common Stock	S	6700	$30.01	Disposed	0	Indirect
2021-11-08	Class A Common Stock	C	13772	—	Acquired	13772	Indirect
2021-11-08	Class A Common Stock	S	13772	$30.01	Disposed	0	Indirect
2021-11-08	Class A Common Stock	C	2400	—	Acquired	2400	Indirect
2021-11-08	Class A Common Stock	S	2400	$30	Disposed	0	Indirect
2021-11-08	Class A Common Stock	C	2200	—	Acquired	2200	Indirect
2021-11-08	Class A Common Stock	S	2200	$30	Disposed	0	Indirect
2021-11-09	Class A Common Stock	C	1200	—	Acquired	1200	Indirect
2021-11-09	Class A Common Stock	S	1200	$30.63	Disposed	0	Indirect
2021-11-09	Class A Common Stock	C	1500	—	Acquired	1500	Indirect
2021-11-09	Class A Common Stock	S	1500	$30.65	Disposed	0	Indirect
2021-11-09	Class A Common Stock	C	6328	—	Acquired	6328	Indirect
2021-11-09	Class A Common Stock	S	6328	$30.51	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-08	Class B Common Stock	$	C	8680	Disposed		Class A Common Stock (8680.0)	Indirect
2021-11-08	Class B Common Stock	$	C	6700	Disposed		Class A Common Stock (6700.0)	Indirect
2021-11-08	Class B Common Stock	$	C	13772	Disposed		Class A Common Stock (13772.0)	Indirect
2021-11-08	Class B Common Stock	$	C	2400	Disposed		Class A Common Stock (2400.0)	Indirect
2021-11-08	Class B Common Stock	$	C	2200	Disposed		Class A Common Stock (2200.0)	Indirect
2021-11-09	Class B Common Stock	$	C	1200	Disposed		Class A Common Stock (1200.0)	Indirect
2021-11-08	Class B Common Stock	$	C	1500	Disposed		Class A Common Stock (1500.0)	Indirect
2021-11-09	Class B Common Stock	$	C	6328	Disposed		Class A Common Stock (6328.0)	Indirect

Footnotes

F1: 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.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Marais Irrevocable Trust.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.15, 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: These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.

F5: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Tuscan Irrevocable Trust.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 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 6 to this Form 4.

F7: These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.

F8: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Birchwood Trust.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.08, 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 9 to this Form 4.

F10: 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.

F11: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the RAJN Trust-A.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.03, 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 12 to this Form 4.

F13: 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.

F14: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the RAJN Trust-N.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.03, 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 15 to this Form 4.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.50 to $30.77, 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 16 to this Form 4.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.45 to $30.77, 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 17 to this Form 4.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.77, 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 18 to this Form 4.

F19: 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.