PubMatic, Inc. — Director's Dealing 2023

Aug 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2023-07-31

Reporting Person: Goel Amar K. (Director, Chairman, Chief Innovation Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-07-31	Class A Common Stock	C	2937	$0.00	Acquired	2937	Indirect
2023-07-31	Class A Common Stock	S	2937	$20.00	Disposed	0	Indirect
2023-07-31	Class A Common Stock	C	2966	$0.00	Acquired	2966	Indirect
2023-07-31	Class A Common Stock	S	2966	$20.00	Disposed	0	Indirect
2023-07-31	Class A Common Stock	C	3000	$0.00	Acquired	3000	Indirect
2023-07-31	Class A Common Stock	S	3000	$20.00	Disposed	0	Indirect
2023-07-31	Class A Common Stock	C	3000	$0.00	Acquired	3000	Indirect
2023-07-31	Class A Common Stock	S	3000	$20.00	Disposed	0	Indirect
2023-07-31	Class A Common Stock	C	2980	$0.00	Acquired	2980	Indirect
2023-07-31	Class A Common Stock	S	2980	$20.0005	Disposed	0	Indirect
2023-08-01	Class A Common Stock	C	100	$0.00	Acquired	100	Indirect
2023-08-01	Class A Common Stock	S	100	$20.00	Disposed	0	Indirect
2023-08-01	Class A Common Stock	C	100	$0.00	Acquired	100	Indirect
2023-08-01	Class A Common Stock	S	100	$20.00	Disposed	0	Indirect
2023-08-01	Class A Common Stock	C	100	$0.00	Acquired	100	Indirect
2023-08-01	Class A Common Stock	S	100	$20.00	Disposed	0	Indirect
2023-08-01	Class A Common Stock	C	100	$0.00	Acquired	100	Indirect
2023-08-01	Class A Common Stock	S	100	$20.00	Disposed	0	Indirect
2023-08-01	Class A Common Stock	C	100	$0.00	Acquired	100	Indirect
2023-08-01	Class A Common Stock	S	100	$20.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-07-31	Class B Common Stock	$	C	2937	Disposed		Class A Common Stock (2937)	Indirect
2023-07-31	Class B Common Stock	$	C	2966	Disposed		Class A Common Stock (2966)	Indirect
2023-07-31	Class B Common Stock	$	C	3000	Disposed		Class A Common Stock (3000)	Indirect
2023-07-31	Class B Common Stock	$	C	3000	Disposed		Class A Common Stock (3000)	Indirect
2023-07-31	Class B Common Stock	$	C	2980	Disposed		Class A Common Stock (2980)	Indirect
2023-08-01	Class B Common Stock	$	C	100	Disposed		Class A Common Stock (100)	Indirect
2023-08-01	Class B Common Stock	$	C	100	Disposed		Class A Common Stock (100)	Indirect
2023-08-01	Class B Common Stock	$	C	100	Disposed		Class A Common Stock (100)	Indirect
2023-08-01	Class B Common Stock	$	C	100	Disposed		Class A Common Stock (100)	Indirect
2023-08-01	Class B Common Stock	$	C	100	Disposed		Class A Common Stock (100)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (443414)	443414	Indirect

Footnotes

F1: These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Birchwood Trust on December 1, 2022.

F3: These shares are held by the Marais Irrevocable Trust, of which the Reporting Person's spouse is a beneficiary. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Marais Irrevocable Trust on December 1, 2022.

F5: These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.

F6: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Tuscan Irrevocable Trust on December 1, 2022.

F7: These shares are held by the RAJN Trust-A, of which one of the Reporting Person's children is a beneficiary. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F8: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the RAJN Trust-A on December 1, 2022.

F9: These shares are held by the RAJN Trust-N, of which one of the Reporting Person's children is a beneficiary. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F10: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the RAJN Trust-N.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.015 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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 in this footnote.

F12: 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, except for certain permitted transfers.

F13: These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.