Michael G. Barrett - Jan 9, 2025 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 9, 2025
Transactions value $
$0
Form type
4
Date filed
1/13/2025, 05:44 PM
Previous filing
Dec 6, 2024
Next filing
Feb 7, 2025

Transactions Table

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 +107K $0.00 107K Jan 9, 2025 Common Stock 107K Direct F2, F3, F4
transaction MGNI Stock Option (Right to Buy) Award $0 +81.4K $0.00 81.4K Jan 9, 2025 Common Stock 81.4K $16.46 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: 22,240 on February 15, 2026, 5,132 on each May 15, August 15, November 15, and February 15 thereafter until November 15, 2028 and 3,425 on February 15, 2029, 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, 2025, as well as certain interim measurements based on relative TSR for the one-year and two-year periods beginning on January 1, 2025. 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, 2026 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.