Amar K. Goel - Dec 31, 2022 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role
Chairman, Chief Growth Officer, Director, 10%+ Owner
Signature
/s/ Andrew Woods, Attorney-in-Fact
Stock symbol
PUBM
Transactions as of
Dec 31, 2022
Transactions value $
-$21,416
Form type
4
Date filed
1/4/2023, 04:33 PM
Previous filing
Nov 28, 2022
Next filing
Jan 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PUBM Class A Common Stock Options Exercise $0 +1.01K $0.00 1.01K Dec 31, 2022 Direct
transaction PUBM Class A Common Stock Options Exercise $0 +2.99K +297.81% $0.00 4K Jan 1, 2023 Direct
transaction PUBM Class A Common Stock Sale -$21.4K -1.65K -41.35% $12.96 2.35K Jan 3, 2023 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 PUBM Restricted Stock Unit Options Exercise $0 -1.01K -11.11% $0.00 8.04K Dec 31, 2022 Class A Common Stock 1.01K $0.00 Direct F3, F4, F5
transaction PUBM Restricted Stock Unit Options Exercise $0 -2.99K -7.69% $0.00 35.9K Jan 1, 2023 Class A Common Stock 2.99K $0.00 Direct F3, F5, F6
holding PUBM Class B Common Stock 1.27M Dec 31, 2022 Class A Common Stock 1.27M By Birchwood Trust F7, F8
holding PUBM Class B Common Stock 791K Dec 31, 2022 Class A Common Stock 791K By Marais Irrevocable Trust F7, F9
holding PUBM Class B Common Stock 791K Dec 31, 2022 Class A Common Stock 791K By Tuscan Irrevocable Trust F7, F10
holding PUBM Class B Common Stock 560K Dec 31, 2022 Class A Common Stock 560K By RAJN Trust-A Trust F7, F11
holding PUBM Class B Common Stock 560K Dec 31, 2022 Class A Common Stock 560K By RAJN Trust-N F7, F12
holding PUBM Class B Common Stock 443K Dec 31, 2022 Class A Common Stock 443K See footnote F7, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.67 to $13.23 per share, inclusive. The Reporting Person undertakes to provide to 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.
F3 Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.
F4 The RSUs vested as to 1/8 of the total shares on June 30, 2021, and 1/16th of the total shares vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
F5 RSUs do not expire; they either vest or are canceled prior to the vesting date.
F6 The RSUs vested as to 1/16th of the total shares on April 1, 2022, and 1/16th of the total shares vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
F7 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, except for certain permitted transfers.
F8 These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.
F9 These shares are held by the Marais Irrevocable Trust, of which the Reporting Person's spouse is a beneficiary. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F10 These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.
F11 These shares are held by the RAJN Trust-A, of which one of the Reporting Person's children is a beneficiary. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F12 These shares are held by the RAJN Trust-N, of which one of the Reporting Person's children is a beneficiary. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F13 These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.