PubMatic, Inc. — Director's Dealing 2022

May 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2022-05-13

Reporting Person: Goel Rajeev K. (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-13	Class A Common Stock	C	19747	$0.00	Acquired	19747	Indirect
2022-05-13	Class A Common Stock	S	22200	$20.702	Disposed	2800	Indirect
2022-05-01	Class A Common Stock	S	2800	$21.101	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-13	Class B Common Stock	$	C	19747	Disposed		Class A Common Stock (19747)	Indirect

Footnotes

F1: The Reporting Person transferred 5,253 shares of Class A Common Stock to The Goel Family Trust in connection with the transaction, which transfer represents a change in the form of beneficial ownership of such shares.

F2: These shares are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by The Goel Family Trust.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.06 to $21.055 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.06 to $21.17 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.

F6: 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.