PubMatic, Inc. — Director's Dealing 2022

Jul 20, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2022-07-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-18	Class A Common Stock	C	8000	$0.00	Acquired	8000	Indirect
2022-07-18	Class A Common Stock	S	8000	$15.8499	Disposed	0	Indirect
2022-07-18	Class A Common Stock	C	5000	$0.00	Acquired	5000	Indirect
2022-07-18	Class A Common Stock	S	5000	$15.946	Disposed	0	Indirect
2022-07-18	Class A Common Stock	C	5000	$0.00	Acquired	5000	Indirect
2022-07-18	Class A Common Stock	S	5000	$15.9425	Disposed	0	Indirect
2022-07-18	Class A Common Stock	C	3000	$0.00	Acquired	3000	Indirect
2022-07-18	Class A Common Stock	S	3000	$16.0061	Disposed	0	Indirect
2022-07-18	Class A Common Stock	C	3000	$0.00	Acquired	3000	Indirect
2022-07-18	Class A Common Stock	S	3000	$15.9982	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-18	Class B Common Stock	$	C	8000	Disposed		Class A Common Stock (8000)	Indirect
2022-07-18	Class B Common Stock	$	C	3000	Disposed		Class A Common Stock (5000)	Indirect
2022-07-18	Class B Common Stock	$	C	3000	Disposed		Class A Common Stock (5000)	Indirect
2022-07-18	Class B Common Stock	$	C	5000	Disposed		Class A Common Stock (3000)	Indirect
2022-07-18	Class B Common Stock	$	C	5000	Disposed		Class A Common Stock (3000)	Indirect

Footnotes

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

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

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.59 to $16.16 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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.

F4: 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.

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

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.63 to $16.16 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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.

F7: These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.

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

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.62 to $16.16 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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.

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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.79 to $16.17 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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.

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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.78 to $16.17 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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.

F16: 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.