PubMatic, Inc. — Director's Dealing 2024

Oct 7, 2024

SEC Form 4/A — Form 4/A

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2024-07-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-07-01	Class A Common Stock	M	9192	—	Acquired	12452	Direct
2024-07-02	Class A Common Stock	S	3455	$20.4143	Disposed	8997	Direct
2024-07-03	Class A Common Stock	S	3755	$20.635	Disposed	5242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-07-01	Restricted Stock Unit	$0	M	2993	Disposed		Class A Common Stock (2993)	Direct
2024-07-01	Restricted Stock Unit	$0	M	2030	Disposed		Class A Common Stock (2030)	Direct
2024-07-01	Restricted Stock Unit	$0	M	4169	Disposed		Class A Common Stock (4169)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (1231585)	1231585	Indirect
Class B Common Stock	$		Class A Common Stock (755584)	755584	Indirect
Class B Common Stock	$		Class A Common Stock (755314)	755314	Indirect
Class B Common Stock	$		Class A Common Stock (524162)	524162	Indirect
Class B Common Stock	$		Class A Common Stock (524247)	524247	Indirect
Class B Common Stock	$		Class A Common Stock (443414)	443414	Indirect

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 this line item is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer at prices ranging from $20.12 to $20.59, 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 with regard to the block trade.

F3: The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2023.

F4: The price reported in this line item is a weighted average price. These shares were sold at prices ranging from $20.38 to $20.75, 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.

F5: 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.

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

F8: The RSUs vested as to 1/16th of the total award 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.

F9: The RSUs vest as to 1/16th of the total shares on April 1, 2024, 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.

F10: 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.

F11: These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.

F12: These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.

F13: 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.

F14: 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.

F15: 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.

F16: These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.