Michael G. Barrett - Jan 2, 2024 Form 4 Insider Report for MAGNITE, INC. (MGNI)

Role: CEO, Director
Signature: /s/ Aaron Saltz, attorney-in-fact
Stock symbol: MGNI
Transactions as of: Jan 2, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/4/2024, 04:58 PM
Previous filing: Nov 17, 2023
Next filing: Feb 16, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MGNI	Common Stock	Award	$0	+122K	+10.1%	$0.00	1.33M	Jan 2, 2024	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	MGNI	Performance Stock Units	Award	$0	+169K		$0.00	169K	Jan 2, 2024	Common Stock	169K		Direct	F2, F3, F4
transaction	MGNI	Stock Option (Right to Buy)	Award	$0	+130K		$0.00	130K	Jan 2, 2024	Common Stock	130K	$9.20	Direct	F2, F5

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units that vest as follows: 33,028 on February 15, 2025, 7,622 on each May 15, August 15, November 15, and February 15 thereafter until November 15, 2027 and 5,081 on February 15, 2028, subject to continued service to the Issuer through each vesting date. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances.
F2	Equity grant under the Company's Amended and Restated 2014 Equity Incentive Plan.
F3	Each performance stock unit ("PSU") represents a contingent right to receive on vesting one share of the Issuer's common stock.
F4	The PSUs will generally vest on the three-year anniversary of the grant date of the award subject to the Reporting Person's continued service through such date. The number of shares vested will be determined based on the Issuer's total stockholder return ("TSR") relative to the TSRs of the companies in the Russell 2000 index for the three year-period beginning January 1, 2024, as well as certain interim measurements based on relative TSR for the one-year and two-year periods beginning on January 1, 2024. The number of PSUs reported in column 5 reflects the target number of PSUs subject to the award. The award is eligible to vest as to 0% to 150% of the target number of PSUs.
F5	25% of the total number of shares underlying this option will vest on January 1, 2025 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances.