W. Eric Carlborg - Jun 1, 2021 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role: Director, 10%+ Owner
Signature: /s/ Abigail Hipps, Attorney-in-Fact
Stock symbol: PUBM
Transactions as of: Jun 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/3/2021, 06:49 PM
Next filing: Aug 18, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PUBM	Class A common stock	Conversion of derivative security		+2M			2M	Jun 1, 2021	See footnote	F2, F3
transaction	PUBM	Class A common stock	Other		-1.61M	-80.54%		389K	Jun 2, 2021	See footnote	F1, F3
transaction	PUBM	Class A common stock	Other		+54.4K			54.4K	Jun 2, 2021	Direct	F1, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PUBM	Class B common stock	Conversion of derivative security	$0	-2M	-27.88%	$0.00	5.17M	Jun 1, 2021	Class A common stock	2M		See footnote	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents a pro-rata in-kind distribution of Class A common stock to the partners of the August Capital Funds and the members and assignees of the August General Partner, and not a purchase or sale, without additional consideration.
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 that occurs after the closing of the Issuer's initial public offering, except for certain permitted transfers.
F3	These securities are held by August Capital V Special Opportunities, L.P., as nominee for August Capital V Special Opportunities, L.P., August Capital Strategic Partners V, L.P. and related individuals (collectively, the "August Capital Funds"). August Capital Management V, L.L.C. is the general partner of the August Capital Funds (the "August General Partner") and may be deemed to have sole voting power and sole investment power over the shares held by the August Capital Funds. Howard Hartenbaum and David M. Hornik are the members of August Capital Management V, L.L.C. and they, along with W. Eric Carlborg as a voting party with respect to the Issuer's securities, may be deemed to share voting and investment power with respect to the shares held by the August Capital Funds.
F4	Shares held directly by W. Eric Carlborg