MICHAEL G. BARRETT - 05 Feb 2025 Form 4 Insider Report for MAGNITE, INC. (MGNI)

Role
CEO, Director
Signature
/s/ Aaron Saltz, attorney-in-fact
Issuer symbol
MGNI
Transactions as of
05 Feb 2025
Net transactions value
-$1,000,480
Form type
4
Filing time
07 Feb 2025, 18:42:42 UTC
Previous filing
13 Jan 2025
Next filing
19 Feb 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MGNI Common Stock Options Exercise $0 +108,360 +15% $0.000000 825,391 05 Feb 2025 Direct F1
transaction MGNI Common Stock Tax liability $1,000,480 -55,675 -6.7% $17.97 769,716 05 Feb 2025 Direct 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 Options Exercise $0 -86,806 -100% $0.000000 0 05 Feb 2025 Common Stock 86,806 Direct F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Equity grant under the Company's Amended and Restated 2014 Equity Incentive Plan.
F2 Represents the non-discretionary forfeiture of shares on behalf of the Reporting Person pursuant to an arrangement mandated by the Issuer to cover the tax withholding obligations associated with the vesting of the performance stock units ("PSUs") being reported herein.
F3 Each PSU represents a contingent right to receive, on vesting, one share of the Issuer's common stock, subject to Issuer performance as more specifically described in Footnote 4 herein.
F4 Vesting of the PSU was determined based on the Issuer's total stockholder return ("TSR") for the three-year period beginning on February 1, 2022 relative to the TSRs of the companies in the Russell 2000 index over that period. The number of PSUs reported in column 5 on the Form 4 filed with the Securities and Exchange Commission on February 3, 2022 reflected the target number of PSUs initially subject to the award. The award was eligible to vest as to 0% to 150% of the target number of PSUs. On February 5, 2025, the Compensation Committee of the Issuer's Board of Directors determined that, based on 124.83% achievement, the Reporting Person actually vested 108,360 shares.