Amar K. Goel - 31 Mar 2023 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Signature
/s/ Andrew Woods, Attorney-in-Fact
Issuer symbol
PUBM
Transactions as of
31 Mar 2023
Net transactions value
-$29,319
Form type
4
Filing time
04 Apr 2023, 16:17:05 UTC
Previous filing
02 Feb 2023
Next filing
07 Apr 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 +1,004 $0.000000 1,004 31 Mar 2023 Direct
transaction PUBM Class A Common Stock Options Exercise $0 +2,992 +298% $0.000000 3,996 01 Apr 2023 Direct
transaction PUBM Class A Common Stock Options Exercise $0 +2,030 +51% $0.000000 6,026 01 Apr 2023 Direct
transaction PUBM Class A Common Stock Sale $29,319 -2,140 -36% $13.70 3,886 03 Apr 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 -1,004 -12% $0.000000 7,034 31 Mar 2023 Class A Common Stock 1,004 $0.000000 Direct F3, F4, F5
transaction PUBM Restricted Stock Unit Options Exercise $0 -2,992 -8.3% $0.000000 32,920 01 Apr 2023 Class A Common Stock 2,992 $0.000000 Direct F3, F5, F6
transaction PUBM Restricted Stock Unit Options Exercise $0 -2,030 -6.3% $0.000000 30,449 01 Apr 2023 Class A Common Stock 2,030 $0.000000 Direct F3, F5, F7
holding PUBM Class B Common Stock 1,269,136 31 Mar 2023 Class A Common Stock 1,269,136 By Birchwood Trust F8, F9
holding PUBM Class B Common Stock 791,000 31 Mar 2023 Class A Common Stock 791,000 By Marais Irrevocable Trust F8, F10
holding PUBM Class B Common Stock 791,000 31 Mar 2023 Class A Common Stock 791,000 By Tuscan Irrevocable Trust F8, F11
holding PUBM Class B Common Stock 559,652 31 Mar 2023 Class A Common Stock 559,652 By RAJN Trust-A Trust F8, F12
holding PUBM Class B Common Stock 559,652 31 Mar 2023 Class A Common Stock 559,652 By RAJN Trust-N F8, F13
holding PUBM Class B Common Stock 443,414 31 Mar 2023 Class A Common Stock 443,414 See footnote F8, F14
* 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 $13.48 to $13.86 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 The RSUs vest as to 1/16th of the total shares on April 1, 2023, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
F8 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.
F9 These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.
F10 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.
F11 These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.
F12 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.
F13 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.
F14 These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.

Remarks:

Exhibit 24 - Power of Attorney