Sean Patrick Buckley - Feb 1, 2022 Form 4 Insider Report for MAGNITE, INC. (MGNI)

Role: Chief Revenue Officer, CTV
Signature: /s/ Aaron Saltz, attorney-in-fact
Stock symbol: MGNI
Transactions as of: Feb 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/3/2022, 06:23 PM
Previous filing: Jun 3, 2021
Next filing: May 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MGNI	Common Stock	Award	$0	+121K	+110.75%	$0.00	230K	Feb 1, 2022	Direct	F1, F2

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	MGNI	Stock Option (Right to Buy)	Award	$0	+86.1K		$0.00	86.1K	Feb 1, 2022	Common Stock	86.1K	$13.90	Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units (the "RSUs") that vest as follows: 25% of the total number of shares underlying the RSU will vest on February 15, 2023 and the remaining shares vest in 12 equal quarterly installments on the 15th of every May, August, November and February thereafter, subject to continued service to the Issuer through each vesting date. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances.
F2	Equity grant under the Issuer's 2014 Equity Incentive Plan.
F3	25% of the total number of shares underlying the option will vest on February 1, 2023 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to the Reporting Person's continued service to the Issuer through each vesting date. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances.