PubMatic Inc.

11/06/2024 | Press release | Distributed by Public on 11/06/2024 16:09

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Goel Rajeev K.
2. Issuer Name and Ticker or Trading Symbol
PubMatic, Inc. [PUBM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
C/O PUBMATIC, INC., 601 MARSHALL STREET 		3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024
(Street)
REDWOOD CITY, CA 94063 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/04/2024 S(1) 19,892(2) D $14.4429(3) 4,330 D
Class A Common Stock 11/05/2024 C 778 A (4) 5,108 D
Class A Common Stock 11/05/2024 S(1) 5,108(2) D $14.5886(5) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy Class B Common Stock) $1.11 11/05/2024 M 778 (6) 07/07/2026 Class B Common Stock 778 $ 0 542,120 D
Class B Common Stock (4) 11/05/2024 M 778 (4) (4) Class A Common Stock 778 $1.11 211,762 D
Class B Common Stock (4) 11/05/2024 C 778 (4) (4) Class A Common Stock 778 $ 0 210,984 D
Class B Common Stock (4) (4) (4) Class A Common Stock 581,260 581,260 I See footnote(7)
Class B Common Stock (4) (4) (4) Class A Common Stock 400,000 400,000 I See footnote(8)
Class B Common Stock (4) (4) (4) Class A Common Stock 68,616 68,616 I See footnote(9)
Class B Common Stock (4) (4) (4) Class A Common Stock 308,775 308,775 I See footnote(10)
Class B Common Stock (4) (4) (4) Class A Common Stock 308,775 308,775 I See footnote(10)
Class B Common Stock (4) (4) (4) Class A Common Stock 491,284 491,284 I See footnote(11)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goel Rajeev K.
C/O PUBMATIC, INC.
601 MARSHALL STREET
REDWOOD CITY, CA 94063 		X X CHIEF EXECUTIVE OFFICER

Signatures

/s/ Andrew Woods, Attorney-in-Fact 11/06/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 1, 2024.
(2) These securities were transferred by the Reporting Person to The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, and were sold by the Goel Family Trust as reported herein.
(3) Represents the weighted average sale price. The lowest price at which shares were sold was $14.26 and the highest price at which shares were sold was $14.64. 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.
(4) 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.
(5) Represents the weighted average sale price. The lowest price at which shares were sold was $14.32 and the highest price at which shares were sold was $14.715. 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.
(6) The options are fully vested.
(7) These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
(8) 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.
(9) 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.
(10) 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.
(11) These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.