Andrew Woods - 01 Oct 2023 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role: General Counsel & Secretary
Signature: /s/ Andrew Woods
Issuer symbol: PUBM
Transactions as of: 01 Oct 2023
Net transactions value: -$73,466
Form type: 4
Filing time: 03 Oct 2023, 21:10:39 UTC
Previous filing: 05 Jul 2023
Next filing: 03 Jan 2024
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	+17,407	+1147%	$0.000000	18,924	01 Oct 2023	Direct
transaction	PUBM	Class A Common Stock	Sale	$73,466	-6,213	-33%	$11.82	12,711	02 Oct 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	-1,251	-7.1%	$0.000000	16,261	01 Oct 2023	Class A Common Stock	1,251	$0.000000	Direct	F3, F4, F5
transaction	PUBM	Restricted Stock Unit	Options Exercise	$0	-16,156	-25%	$0.000000	48,468	01 Oct 2023	Class A Common Stock	16,156	$0.000000	Direct	F3, F5, F6

* 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 ("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 $11.87 to $12.08, 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	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 1/16th of the total award 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.
F5	RSUs do not expire; they either vest or are canceled prior to the vesting date.
F6	The RSUs vested as to 1/4 of the total award on October 1, 2023 and 1/16th of the RSUs will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.