Steven Pantelick - Oct 1, 2024 Form 4/A - Amendment Insider Report for PubMatic, Inc. (PUBM)

Signature
/s/ Andrew Woods, Attorney-in-Fact
Stock symbol
PUBM
Transactions as of
Oct 1, 2024
Transactions value $
-$413,008
Form type
4/A - Amendment
Date filed
10/7/2024, 04:53 PM
Date Of Original Report
Oct 3, 2024
Previous filing
Oct 2, 2024
Next filing
Oct 7, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PUBM Class A Common Stock Options Exercise $0 +23.6K +99.74% $0.00 47.2K Oct 1, 2024 Direct
transaction PUBM Class A Common Stock Sale -$172K -11.8K -25.1% $14.52 35.3K Oct 2, 2024 Direct F1, F2
transaction PUBM Class A Common Stock Conversion of derivative security $0 +4K +11.32% $0.00 39.3K Oct 3, 2024 Direct F3
transaction PUBM Class A Common Stock Sale -$241K -16.8K -42.79% $14.32 22.5K Oct 3, 2024 Direct 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 -5.06K -16.67% $0.00 25.3K Oct 1, 2024 Class A Common Stock 5.06K $0.00 Direct F6, F7, F8
transaction PUBM Restricted Stock Unit Options Exercise $0 -9.55K -10% $0.00 85.9K Oct 1, 2024 Class A Common Stock 9.55K $0.00 Direct F6, F8, F9
transaction PUBM Restricted Stock Unit Options Exercise $0 -8.96K -7.14% $0.00 116K Oct 1, 2024 Class A Common Stock 8.96K $0.00 Direct F6, F8, F10
transaction PUBM Class B Common Stock Conversion of derivative security $0 -4K -1.22% $0.00 324K Oct 3, 2024 Class A Common Stock 4K Direct F3
holding PUBM Class B Common Stock 73.5K Oct 1, 2024 Class A Common Stock 73.5K By spouse F3
holding PUBM Class B Common Stock 41.5K Oct 1, 2024 Class A Common Stock 41.5K By PSLT DE LLC F3, F11
holding PUBM Class B Common Stock 115K Oct 1, 2024 Class A Common Stock 115K By SMP DE LLC F3, F12
* 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 in this line item 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 this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer on October 2, 2024 and October 3, 2024 at prices ranging from $14.32 to $14.77, 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 with regard to the block trade.
F3 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.
F4 The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 9, 2024.
F5 The price reported in this line item is a weighted average price. These shares were sold at prices ranging from $14.22 to $14.49, 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 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.
F10 The RSUs vest as to 1/16th of the total shares on April 1, 2024, 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.
F11 The Reporting Person and his children are beneficiaries of PSLT DE LLC.
F12 The Reporting Person's spouse and his children are beneficiaries of SMP DE LLC.

Remarks:

This amendment to Form 4 filed on October 3, 2024 (the "Form 4") (a) corrects the number of shares sold by the Reporting Person on October 3, 2024, (b) includes the conversion of 4,000 shares of Class B Common Stock to Class A Common Stock on October 3, 2024, and (c) amends and restates the Form 4 in its entirety