Susan Daimler - Jun 1, 2022 Form 4/A - Amendment Insider Report for PubMatic, Inc. (PUBM)

Role: Director
Signature: /s/ Andrew Woods, Attorney-in-Fact
Stock symbol: PUBM
Transactions as of: Jun 1, 2022
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 12/29/2022, 03:24 PM
Date Of Original Report: Jun 3, 2022
Previous filing: May 20, 2022
Next filing: Aug 10, 2022

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	Restricted Stock Units	Award	$0	+9.06K		$0.00	9.06K	Jun 1, 2022	Class A Common Stock	9.06K		Direct	F1, F2, F3
transaction	PUBM	Restricted Stock Units	Award	$0	+2.87K		$0.00	2.87K	Jun 1, 2022	Class A Common Stock	2.87K		Direct	F1, F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement.
F2	The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Issuer's next annual meeting of stockholders, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) the third anniversary of the grant date, (ii) the Reporting Person's death or disability, (iii) a change in control of the Issuer, and (iv) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.
F3	RSUs do not expire; they either vest are are cancelled prior to vesting date.
F4	Represents RSUs payable in lieu of annual cash fees for Board of Directors and committee service pursuant to the Reporting Person's election under the Issuer's non-employee director compensation policy.
F5	The RSUs will be fully vested on December 31, 2022. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) a change in control of the Issuer and (iii) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

Remarks:

This amendment to Form 4 includes a grant of RSUs in lieu of annual cash compensation for service on the Issuer's Board of Directors and amends and restates the Form 4 filed on June 3, 2022 in its entirety.