Michael G. Barrett - Feb 1, 2022 Form 4 Insider Report for MAGNITE, INC. (MGNI)

Role: CEO, Director
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, 06:31 PM
Previous filing: Nov 17, 2021
Next filing: Feb 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MGNI	Common Stock	Award	$0	+138K	+9.61%	$0.00	1.58M	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	+172K		$0.00	172K	Feb 1, 2022	Common Stock	172K	$13.90	Direct	F2, F3
transaction	MGNI	Performance Stock Units	Award	$0	+86.8K		$0.00	86.8K	Feb 1, 2022	Common Stock	86.8K		Direct	F2, F4, F5

* 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 this option will vest on February 1, 2023 and the remaining shares vest 1/36 per month over the next 36 months 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.
F4	Each performance stock unit ("PSU") represents a contingent right to receive on vesting one share of the Issuer's common stock.
F5	Vesting of the PSU will be determined based on the Issuer's total stockholder return ("TSR") for the three-year period beginning on the grant date of the award relative to the TSRs of the companies in the Russell 2000 index over that period. The number of PSUs reported in column 5 reflects the target number of PSUs subject to the award. The award is eligible to vest as to 0% to 150% of the target number of PSUs.