Rajeev K. Goel - 27 Feb 2024 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Signature
/s/ Andrew Woods, Attorney-in-Fact
Issuer symbol
PUBM
Transactions as of
27 Feb 2024
Net transactions value
-$2,041,265
Form type
4
Filing time
28 Feb 2024, 19:17:42 UTC
Previous filing
06 Feb 2024
Next filing
05 Mar 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PUBM Class A Common Stock Conversion of derivative security $0 +93,270 $0.000000 93,270 27 Feb 2024 See footnote F1, F2, F3
transaction PUBM Class A Common Stock Sale $1,313,612 -64,257 -61% $20.44 41,843 27 Feb 2024 See footnote F3, F4, F5, F6
transaction PUBM Class A Common Stock Sale $727,653 -34,343 -82% $21.19 7,500 27 Feb 2024 See footnote F3, F4, F7

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 Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -93,270 -13% $0.000000 637,475 27 Feb 2024 Class B Common Stock 93,270 $1.11 Direct F8
transaction PUBM Class B Common Stock Options Exercise $0 +93,270 +44% $0.000000 304,254 27 Feb 2024 Class A Common Stock 93,270 Direct F1
transaction PUBM Class B Common Stock Conversion of derivative security $0 -93,270 -31% $0.000000 210,984 27 Feb 2024 Class A Common Stock 93,270 Direct F1
holding PUBM Class B Common Stock 500,284 27 Feb 2024 Class A Common Stock 500,284 See footnote F1, F3
holding PUBM Class B Common Stock 581,260 27 Feb 2024 Class A Common Stock 581,260 See footnote F1, F9
holding PUBM Class B Common Stock 400,000 27 Feb 2024 Class A Common Stock 40,000 See footnote F1, F10
holding PUBM Class B Common Stock 68,616 27 Feb 2024 Class A Common Stock 68,616 See footnote F1, F11
holding PUBM Class B Common Stock 308,775 27 Feb 2024 Class A Common Stock 308,775 See footnote F1, F12
holding PUBM Class B Common Stock 308,775 27 Feb 2024 Class A Common Stock 308,775 See footnote F1, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 that occurs after the closing of the Issuer's initial public offering, except for certain permitted transfers.
F2 Reflects the transfer of 93,270 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust upon conversion.
F3 These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
F4 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person 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 $20.00 to $20.995, 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 Reflects the transfer of 12,830 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust.
F7 Represents the weighted average sale price. The lowest price at which shares were sold was $21.00 and the highest price at which shares were sold was $21.53. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
F8 The options are fully vested.
F9 These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
F10 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.
F11 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.
F12 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.

Remarks:

Forms 4 filed between May 17, 2023 and January 5, 2024 (the "Forms 4") inadvertently reflected the conversion of an aggregate of 66,771 shares of Class B common stock to Class A common stock in connection with various transactions reported in the Forms 4. An aggregate of 66,771 shares of Class A common stock were transferred by the Reporting Person to the Goel Family Trust in connection with various transactions reported in the Forms 4, and no conversions of Class B common stock to Class A common stock were effected.