W. ERIC CARLBORG - 01 Jun 2021 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role: Director, 10%+ Owner
Signature: /s/ Abigail Hipps, Attorney-in-Fact
Issuer symbol: PUBM
Transactions as of: 01 Jun 2021
Net transactions value: $0
Form type: 4
Filing time: 03 Jun 2021, 18:49:34 UTC
Next filing: 18 Aug 2021
SEC: View on sec.gov

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		+2,000,000			2,000,000	01 Jun 2021	See footnote	F2, F3
transaction	PUBM	Class A common stock	Other		-1,610,763	-81%		389,237	02 Jun 2021	See footnote	F1, F3
transaction	PUBM	Class A common stock	Other		+54,378			54,378	02 Jun 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	-2,000,000	-28%	$0.000000	5,173,750	01 Jun 2021	Class A common stock	2,000,000		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