PubMatic, Inc. — Director's Dealing 2022

Jan 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2021-11-24

Reporting Person: Pantelick Steven (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-31	Class A Common Stock	M	2261	—	Acquired	7791	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-31	Restricted Stock Unit	$	M	2261	Disposed		Class A Common Stock (2261.0)	Direct
2021-11-24	Class B Common Stock	$0.0	J	115000	Disposed		Class A Common Stock (115000.0)	Direct
2021-11-24	Class B Common Stock	$	J	115000	Acquired		Class A Common Stock (115000.0)	Indirect

Footnotes

F1: Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.

F2: The RSUs vested as to 1/8 of the total shares on June 30, 2021, and 1/16th of the total shares vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

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

F4: On November 24, 2021, the Reporting Person and his spouse entered into a transmutation agreement pursuant to which the Reporting Person and his spouse agreed that 115,000 shares of the Issuer's common stock owned by the Reporting Person and his spouse as community property would be deemed to be the separate property of his spouse and 115,000 shares of the Issuer's common stock owned by the Reporting Person and his spouse as community property would be deemed to be the separate property of the Reporting Person.

F5: 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.

F6: These securities are beneficially owned by the Reporting Person's spouse as separate property pursuant to the transmutation agreement referred to in footnote four. 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.