PubMatic, Inc. — Director's Dealing 2024

Feb 28, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PubMatic, Inc. (PUBM)
CIK: 0001422930
Period of Report: 2024-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-27	Class A Common Stock	C	93270	—	Acquired	93270	Indirect
2024-02-27	Class A Common Stock	S	64257	$20.4431	Disposed	41843	Indirect
2024-02-27	Class A Common Stock	S	34343	$21.1878	Disposed	7500	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-27	Stock Option (Right to buy Class B Common Stock)	$1.11	M	93270	Disposed	2026-07-07	Class B Common Stock (93270)	Direct
2024-02-27	Class B Common Stock	$	M	93270	Acquired		Class A Common Stock (93270)	Direct
2024-02-27	Class B Common Stock	$	C	93270	Disposed		Class A Common Stock (93270)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (500284)	500284	Indirect
Class B Common Stock	$		Class A Common Stock (581260)	581260	Indirect
Class B Common Stock	$		Class A Common Stock (40000)	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

Footnotes

F1: 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 that occurs after the closing of the Issuer's initial public offering, except for certain permitted transfers.

F2: Reflects the transfer of 93,270 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust upon conversion.

F3: These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.

F4: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 1, 2023.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.995, 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.

F6: Reflects the transfer of 12,830 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust.

F7: Represents the weighted average sale price. The lowest price at which shares were sold was $21.00 and the highest price at which shares were sold was $21.53. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.

F8: The options are fully vested.

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.