PubMatic, Inc. — Major Shareholding Notification 2022

Feb 14, 2022

Field: Rule-Page

Field: /Rule-Page

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

PubMatic, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

74467Q103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Rule-Page

Field: /Rule-Page

(Continued on following pages)

Field: Page; Sequence: 1

Page 1 of 11 Pages

Exhibit Index Contained on Page 10

CUSIP NO. 74467Q103 13 G Page 2 of 11

Field: /Page

1	NAME OF REPORTING PERSON August Capital V Special Opportunities, L.P. (“August V SO”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 0
10	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON PN

Field: Page; Sequence: 2

CUSIP NO. 74467Q103 13 G Page 3 of 11

Field: /Page

1	NAME OF REPORTING PERSON August Capital Management V, L.L.C. (“ACM V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares
	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSO N 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON OO

Field: Page; Sequence: 3

CUSIP NO. 74467Q103 13 G Page 4 of 11

Field: /Page

1	NAME OF REPORTING PERSON Howard Hartenbaum (“Hartenbaum”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF	5	SOLE VOTING POWER 129,443 shares
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 129,443 shares
	8	SHARED DISPOSITIVE POWER 0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,443
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3%
12	TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 4

CUSIP NO. 74467Q103 13 G Page 5 of 11

Field: /Page

1	NAME OF REPORTING PERSON David M. Hornik (“Hornik”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF	5	SOLE VOTING POWER 55,792 shares
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 0 shares
	7	SOLE DISPOSITIVE POWER 55,792 shares
	8	SHARED DISPOSITIVE POWER 0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,792
10	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12	TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 5

CUSIP NO. 74467Q103 13 G Page 6 of 11

Field: /Page

1	NAME OF REPORTING PERSON W. Eric Carlborg (“Carlborg”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF	5	SOLE VOTING POWER 267,749 shares
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	6	SHARED VOTING POWER 0 shares.
	7	SOLE DISPOSITIVE POWER 267,749 shares
	8	SHARED DISPOSITIVE POWER 0 shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,749
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7%
12	TYPE OF REPORTING PERSON IN

Field: Page; Sequence: 6

CUSIP NO. 74467Q103 13 G Page 7 of 11

Field: /Page

ITEM 1(A).
PubMatic, Inc.

ITEM 1(B).
3 Lagoon Drive, Suite 180
Redwood City, CA 94065

| ITEM 2(A). |
| --- |
| This Statement is filed by August Capital V Special Opportunities, L.P. (“August V SO”), August Capital Management V,
L.L.C., a Delaware limited liability company (“ACM V”), and Howard Hartenbaum (“Hartenbaum”), David M. Hornik
(“Hornik”) and W. Eric Carlborg (“Carlborg”). The foregoing entities and individuals are collectively referred
to as the “Reporting Persons.” |
| ACM V, the general partner of August V SO,
may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by August V SO. |
| Hartenbaum and Hornik are members of ACM
V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by August V SO. Carlborg
is a voting party with respect to the issuer’s shares and may be deemed to have shared power to vote and shared power to dispose
of shares of the issuer directly owned by August V SO. |

ITEM 2(B).
The address for each reporting person is:
August Capital
893A Folsom Street
San Francisco, California 94107

ITEM 2(C).
August V SO is a Delaware limited partnership.
ACM V is a Delaware limited liability company. Hartenbaum and Hornik are United States Citizens.

ITEM 2(D) and (E).
Class A Common Stock
CUSIP # 74467Q103

ITEM 3.	Not Applicable .
ITEM 4.	OWNERSHIP
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
	The following information with respect to
the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021 (based
on 40,695,140 shares of Class A Common Stock of the issuer outstanding).

Field: Page; Sequence: 7

CUSIP NO. 74467Q103 13 G Page 8 of 11

Field: /Page

(a) Amount beneficially owned : See Row 9 of cover page for each Reporting Person.

(b) Percent of Class : See Row 11 of cover page for each Reporting Person.

(c) Number of shares as to which such person has :

(i) Sole power to vote or to direct the vote : See Row 5 of cover page for each Reporting Person.

(ii)
See Row 6 of cover page for each Reporting
Person.

(iii)
See Row 7 of cover page for each Reporting
Person.

(iv) Shared power to dispose or to direct the disposition of : See Row 8 of cover page for each Reporting Person.

ITEM 5.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of 5 percent of the class of securities, check the following x .

| ITEM 6. |
| --- |
| Under certain circumstances set forth in
the limited partnership agreement of August V SO, and the limited liability company agreement of ACM V, the general and limited partners
or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from,
the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be. |

ITEM 7.
Not applicable.

ITEM 8.
Not applicable.

ITEM 9.
Not applicable.

ITEM 10.
Not applicable.

Field: Page; Sequence: 8

CUSIP NO. 74467Q103 13 G Page 9 of 11

Field: /Page

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022

| AUGUST CAPITAL V SPECIAL OPPORTUNITIES, L.P., a Delaware
Limited Partnership | |
| --- | --- |
| AUGUST CAPITAL MANAGEMENT V, L.L.C., a Delaware Limited
Liability Company | |
| By: | /s/ Abigail Hipps |
| | Abigail Hipps |
| | Attorney-in-Fact* |
| W. ERIC CARLBORG | |
| HOWARD HARTENBAUM | |
| DAVID M. HORNIK | |
| By: | /s/ Abigail Hipps |
| | Abigail Hipps |
| | Attorney-in-Fact * |

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

Field: Page; Sequence: 9

CUSIP NO. 74467Q103 13 G Page 10 of 11

Field: /Page

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page
Exhibit A: Agreement of Joint Filing	11

Field: Page; Sequence: 10

CUSIP NO. 74467Q103 13 G Page 11 of 11

Field: /Page

exhibit A

Agreement of Joint Filing

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of PubMatic, Inc. shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.

Field: Page; Sequence: 11; Options: Last

Field: /Page