Rajeev K. Goel - 01 Jul 2023 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Andrew Woods, Attorney-in-Fact
Issuer symbol: PUBM
Transactions as of: 01 Jul 2023
Net transactions value: -$459,867
Form type: 4
Filing time: 05 Jul 2023, 21:16:05 UTC
Previous filing: 02 Jun 2023
Next filing: 02 Aug 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PUBM	Class A Common Stock	Options Exercise	$0	+34,278	+101%	$0.000000	68,114	01 Jul 2023	Direct
transaction	PUBM	Class A Common Stock	Sale	$325,930	-18,005	-26%	$18.10	50,109	03 Jul 2023	Direct	F1, F2
transaction	PUBM	Class A Common Stock	Conversion of derivative security	$0	+7,500		$0.000000	7,500	05 Jul 2023	See footnote	F3
transaction	PUBM	Class A Common Stock	Sale	$133,936	-7,500	-100%	$17.86	0	05 Jul 2023	See footnote	F3, F4, F5

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	-11,236	-9.1%	$0.000000	112,365	01 Jul 2023	Class A Common Stock	11,236	$0.000000	Direct	F6, F7, F8
transaction	PUBM	Restricted Stock Unit	Options Exercise	$0	-23,042	-6.7%	$0.000000	322,595	01 Jul 2023	Class A Common Stock	23,042	$0.000000	Direct	F6, F8, F9
transaction	PUBM	Class B Common Stock	Conversion of derivative security	$0	-7,500	-1.5%	$0.000000	495,913	05 Jul 2023	Class A Common Stock	7,500		See footnote	F3, F10
holding	PUBM	Class B Common Stock						581,260	01 Jul 2023	Class A Common Stock	581,260		See footnote	F10, F11
holding	PUBM	Class B Common Stock						400,000	01 Jul 2023	Class A Common Stock	400,000		See footnote	F10, F12
holding	PUBM	Class B Common Stock						68,616	01 Jul 2023	Class A Common Stock	68,616		See footnote	F10, F13
holding	PUBM	Class B Common Stock						308,775	01 Jul 2023	Class A Common Stock	308,775		See footnote	F10, F14
holding	PUBM	Class B Common Stock						308,775	01 Jul 2023	Class A Common Stock	308,775		See footnote	F10, F14
holding	PUBM	Class B Common Stock						210,984	01 Jul 2023	Class A Common Stock	210,984		Direct	F10

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

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 ("RSUs"). The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder 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 herein.
F3	These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
F4	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by The Goel Family Trust on March 1, 2023.
F5	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.75 to $17.975, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder 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 herein.
F6	Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.
F7	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.
F8	RSUs do not expire; they either vest or are canceled prior to the vesting date.
F9	The RSUs vested 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.
F10	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.
F11	These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
F12	These securities are held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries. 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 Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries. 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 a trust for the benefit of the Reporting Person's child. 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.