PubMatic, Inc. — Director's Dealing 2023

Apr 28, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2023-04-20

Reporting Person: Klimenko Paulina (Chief Growth Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	9074	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$0.00		Class A Common Stock (8089)		Direct
Restricted Stock Unit	$0.00		Class A Common Stock (31930)		Direct
Restricted Stock Unit	$0.00		Class A Common Stock (98753)		Direct
Stock Option (Right to buy Class B Common Stock)	$3.89	2028-03-13	Class B Common Stock (13062)		Direct
Stock Option (Right to buy Class B Common Stock)	$2.97	2029-05-20	Class B Common Stock (11667)		Direct
Stock Option (Right to buy Class B Common Stock)	$2.16	2030-07-28	Class B Common Stock (52625)		Direct
Stock Option (Right to buy Class A Common Stock)	$36.25	2031-01-28	Class A Common Stock (36601)		Direct
Stock Option (Right to buy Class A Common Stock)	$26.27	2032-02-02	Class A Common Stock (30140)		Direct
Stock Option (Right to buy Class A Common Stock)	$15.33	2033-01-31	Class A Common Stock (105485)		Direct

Footnotes

F1: The restricted stock units ("RSUs") vested as to 1/8 of the total shares on June 30, 2021, 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. The Reporting Person received an award of 18,489 RSUs, of which 10,400 RSUs previously vested and 8,089 RSUs remain outstanding on the date hereof.

F2: RSUs do not expire; they either vest or are canceled prior to the vesting date.

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 1/16th of the total award on April 1, 2022, and 1/16th of the award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The Reporting Person received an award of 46,444 RSUs, of which 14,514 RSUs previously vested and 31,930 RSUs remain outstanding on the date hereof.

F5: The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The Reporting Person received an award of 105,337 RSUs, of which 6,584 RSUs vested on April 1, 2023 and 98,753 RSUs remain outstanding on the date hereof.

F6: The options are fully vested.

F7: 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.

F8: The option vested as to 1/48 of the total award on February 1, 2020, and 1/48 of the award will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F9: The option vested as to 1/48 of the total award on February 1, 2021, and 1/48 of the award will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F10: The option vested as to 1/48 of the total award on February 1, 2022, and 1/48 of the award will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

F11: The option vested as to 1/48 of the total award on February 1, 2023, and 1/48 of the award will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.