PubMatic, Inc. — Director's Dealing 2023

Apr 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2023-04-01

Reporting Person: Goel Rajeev K. (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-04-01	Class A Common Stock	M	11237	$0.00	Acquired	28686	Direct
2023-04-01	Class A Common Stock	M	23043	$0.00	Acquired	51729	Direct
2023-04-03	Class A Common Stock	S	17893	$13.7007	Disposed	33836	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-01	Restricted Stock Unit	$0.00	M	11237	Disposed		Class A Common Stock (11237)	Direct
2023-04-01	Restricted Stock Unit	$0.00	M	23043	Disposed		Class A Common Stock (23043)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (516284)	516284	Indirect
Class B Common Stock	$		Class A Common Stock (581260)	581260	Indirect
Class B Common Stock	$		Class A Common Stock (400000)	400000	Indirect
Class B Common Stock	$		Class A Common Stock (68616)	68616	Indirect
Class B Common Stock	$		Class A Common Stock (308775)	308775	Indirect
Class B Common Stock	$		Class A Common Stock (308775)	308775	Indirect
Class B Common Stock	$		Class A Common Stock (210984)	210984	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 reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.48 to $13.86 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.

F3: Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.

F4: 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.

F5: RSUs do not expire; they either vest or are canceled prior to the vesting date.

F6: The RSUs vest 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.

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, except for certain permitted transfers.

F8: These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

F9: These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.

F10: These securities are held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries. 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.

F11: These securities are held by The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries. 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.

F12: These securities are held by a trust for the benefit of the Reporting Person's child. 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.