PubMatic, Inc. — Director's Dealing 2023

Oct 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2023-09-30

Reporting Person: Klimenko Paulina (Chief Growth Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-30	Class A Common Stock	M	1155	$0.00	Acquired	1155	Direct
2023-10-01	Class A Common Stock	M	9486	$0.00	Acquired	10641	Direct
2023-10-02	Class A Common Stock	S	4832	$11.8322	Disposed	5809	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-30	Restricted Stock Unit	$0.00	M	1155	Disposed		Class A Common Stock (1155)	Direct
2023-10-01	Restricted Stock Unit	$0.00	M	2902	Disposed		Class A Common Stock (2902)	Direct
2023-10-01	Restricted Stock Unit	$0.00	M	6584	Disposed		Class A Common Stock (6584)	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 $11.69 to $12.09, 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.