W. Eric Carlborg - Aug 16, 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
Aug 16, 2021
Transactions value $
$0
Form type
4
Date filed
8/18/2021, 07:23 PM
Previous filing
Jun 3, 2021
Next filing
Nov 17, 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 +1.5M +385.37% 1.89M Aug 16, 2021 See footnote F1, F2
transaction PUBM Class A common stock Other -1.5M -79.4% 389K Aug 17, 2021 See footnote F2, F3
transaction PUBM Class A common stock Other +55.3K +101.66% 110K Aug 17, 2021 Direct F3, 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 -1.5M -28.99% $0.00 3.67M Aug 16, 2021 Class A common stock 1.5M See footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 These securities are held by August Capital V Special Opportunities, L.P. (the "Fund"). August Capital Management V, L.L.C. is the general partner of the Fund (the "August General Partner") and may be deemed to have sole voting power and sole investment power over the shares held by the Fund. Howard Hartenbaum and David M. Hornik are the members of the August General Partner 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 Fund.
F3 Represents a pro-rata in-kind distribution of Class A common stock to the partners of the Fund and the members and assignees of the August General Partner, and not a purchase or sale, without additional consideration.
F4 Shares held directly by W. Eric Carlborg.

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.