August Capital Management V, L.L.C. - Jun 1, 2021 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role
10%+ Owner
Signature
/s/ Abigail Hipps, Attorney-in-Fact for August Capital entities
Stock symbol
PUBM
Transactions as of
Jun 1, 2021
Transactions value $
-$783,721
Form type
4
Date filed
6/3/2021, 06:50 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 +39.9K 39.9K Jun 2, 2021 Direct F1, F4
transaction PUBM Class A common stock Other +39.9K 39.9K Jun 2, 2021 Direct F1, F5
transaction PUBM Class A Common stock Sale -$784K -26.6K -66.79% $29.43 13.2K Jun 3, 2021 Direct F5, F6

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 David M. Hornik
F5 Shares held directly by Howard Hartenbaum.
F6 The price reported in this Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.13 to $29.73, inclusive. The reporting person undertakes to provide the Issuer, any security holder 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 in this footnote.

Remarks:

This report is one of two reports, each on a separate Form 4, but relating to the same transactions being filed by entities and persons affiliated with August Capital. Each Reporting Person disclaims beneficial ownership of these shares except to the extent of such person's pecuniary interest therein, if any.