PubMatic, Inc. — Director's Dealing 2023

Jun 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2023-05-31

Reporting Person: CARLBORG W ERIC (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-31	Class A Common Stock	M	5194	$0.00	Acquired	267749	Direct
2023-05-31	Class A Common Stock	M	9062	$0.00	Acquired	276811	Direct
2023-05-31	Class A Common Stock	M	3150	$0.00	Acquired	279961	Direct
2023-05-31	Class A Common Stock	M	1872	$0.00	Acquired	281833	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-31	Restricted Stock Units	$	M	5194	Disposed		Class A Common Stock (5194)	Direct
2023-05-31	Restricted Stock Units	$	M	9062	Disposed		Class A Common Stock (9062)	Direct
2023-05-31	Restricted Stock Units	$	M	3150	Disposed		Class A Common Stock (3150)	Direct
2023-05-31	Restricted Stock Units	$	M	1872	Disposed		Class A Common Stock (1872)	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.

F2: The RSUs are fully vested. The RSUs will settle upon the earlier of (a) the Reporting Person's death, (b) the Reporting Person's disability, (c) the occurrence of a change in control of the Issuer, and (d) the separation from service of the Reporting Person from the Issuer.

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

F4: The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Issuer's annual meeting of stockholders in 2023, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) the third anniversary of the grant date, (ii) the Reporting Person's death or disability, (iii) a change in control of the Issuer, and (iv) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

F5: The RSUs are fully vested. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (a) the Reporting Person's death or disability, (b) a change in control of the Issuer, and (c) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

F6: The RSUs fully vested on May 31, 2023. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (a) the Reporting Person's death or disability, (b) a change in control of the Issuer, and (c) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.