PubMatic, Inc. — Director's Dealing 2022

Jun 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Chow Thomas C. (General Counsel and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-01	Class A Common Stock	M	646	$3.89	Acquired	4697	Direct
2022-06-01	Class A Common Stock	M	944	$2.97	Acquired	5641	Direct
2022-06-01	Class A Common Stock	M	4166	$2.16	Acquired	9807	Direct
2022-06-01	Class A Common Stock	S	1250	$20.50	Disposed	8557	Direct
2022-06-01	Class A Common Stock	S	5756	$20.2795	Disposed	2801	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-06-01	Stock Option (Right to buy Class B Common Stock)	$3.89	M	646	Disposed	2028-08-20	Class B Common Stock (646)	Direct
2022-06-01	Stock Option (Right to buy Class B Common Stock)	$2.97	M	944	Disposed	2029-05-20	Class B Common Stock (944)	Direct
2022-06-01	Stock Option (Right to buy Class B Common Stock)	$2.16	M	4166	Disposed	2030-07-28	Class B Common Stock (4166)	Direct

Footnotes

F1: Includes 1,250 shares of Class A Common Stock that were acquired by the Reporting Person on May 31, 2022 pursuant to the Issuer's employee stock purchase plan.

F2: These securities were acquired by the Reporting Person on May 31, 2021 pursuant to the Issuer's employee stock purchase plan.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.25 to $20.385 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: 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.

F5: The option vested as to 25% of the total shares on July 10, 2019, and 1/4 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F6: The option vested as to 1/48 of the total shares on February 1, 2019, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F7: The option vested as to 1/48 of the total shares on February 1, 2020, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.