PubMatic, Inc. — Director's Dealing 2022

Oct 4, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2022-09-30

Reporting Person: Kumar Mukul (President, Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-30	Class A Common Stock	M	1055	$0.00	Acquired	5265	Direct
2022-10-01	Class A Common Stock	M	2247	$0.00	Acquired	7512	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-30	Restricted Stock Unit	$0.00	M	1055	Disposed		Class A Common Stock (1055)	Direct
2022-10-01	Restricted Stock Unit	$0.00	M	2247	Disposed		Class A Common Stock (2247)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (189600)	189600	Direct

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: The RSUs vested as to 1/16th of the total shares on April 1, 2022, 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.

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 that occurs after the closing of the Issuer's initial public offering, except for certain permitted transfers.