PubMatic, Inc. — Director's Dealing 2024

Mar 21, 2024

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2022-12-31

Reporting Person: Goel Rajeev K. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-01	Class A Common Stock	C	1600	—	Acquired	11037	Indirect
2022-06-02	Class A Common Stock	C	5400	—	Acquired	11037	Indirect
2022-06-01	Class A Common Stock	G	1600	—	Disposed	11037	Indirect
2022-06-02	Class A Common Stock	G	5400	—	Disposed	11037	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-06-01	Class B Common Stock	$	C	1600	Disposed		Class A Common Stock (1600)	Indirect
2022-06-02	Class B Common Stock	$	C	5400	Disposed		Class A Common Stock (5400)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (581260)	581260	Indirect
Class B Common Stock	$		Class A Common Stock (68616)	68616	Indirect
Class B Common Stock	$		Class A Common Stock (400000)	400000	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 (210984)	210984	Direct

Footnotes

F1: These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

F2: 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. The Class B common stock has no expiration date.

F3: These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.

F4: 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.

F5: 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.

F6: 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.