PubMatic, Inc. — Director's Dealing 2022

Dec 29, 2022

SEC Form 4/A — Form 4/A

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2022-06-01

Reporting Person: CARLBORG W ERIC (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-06-01	Restricted Stock Units	$	A	9062	Acquired		Class A Common Stock (9062)	Direct
2022-06-01	Restricted Stock Units	$	A	3150	Acquired		Class A Common Stock (3150)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

F2: The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Issuer's next annual meeting of stockholders, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) the third anniversary of the grant date, (ii) the Reporting Person's death or disability, (iii) a change in control of the Issuer, and (iv) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

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

F4: Represents RSUs payable in lieu of annual cash fees for Board of Directors and committee service pursuant to the Reporting Person's election under the Issuer's non-employee director compensation policy.

F5: The RSUs will be fully vested on December 31, 2022. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) the Reporting Person's death or disability, (ii) a change in control of the Issuer, and (iii) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.