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: Shulman Yakov (Jacob) (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-31	Class A Common Stock	M	8065	$0.00	Acquired	8065	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-31	Restricted Stock Units	$	A	9971	Acquired		Class A Common Stock (9971)	Direct
2023-05-31	Restricted Stock Units	$	M	8065	Disposed		Class A Common Stock (8065)	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 vest in full on the earliest to occur of (a) the third anniversary of the Grant Date, (b) the Reporting Person's separation from service from the Issuer, and (c) a change in control of the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

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 Company's annual meeting of stockholders in 2023, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.