PubMatic, Inc. — Director's Dealing 2023

Jul 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2023-06-30

Reporting Person: Pantelick Steven (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-30	Class A Common Stock	M	2261	$0.00	Acquired	14856	Direct
2023-07-01	Class A Common Stock	M	14603	$0.00	Acquired	29459	Direct
2023-07-03	Class A Common Stock	S	7716	$18.1022	Disposed	21743	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-30	Restricted Stock Unit	$0.00	M	2261	Disposed		Class A Common Stock (2261)	Direct
2023-07-01	Restricted Stock Unit	$0.00	M	5057	Disposed		Class A Common Stock (5057)	Direct
2023-07-01	Restricted Stock Unit	$0.00	M	9546	Disposed		Class A Common Stock (9546)	Direct

Footnotes

F1: The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder 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 herein.

F3: Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.

F4: 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.

F5: RSUs do not expire; they either vest or are canceled prior to the vesting date.

F6: 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.

F7: The RSUs vested as to 1/16th of the total shares on April 1, 2023, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.