Steven Pantelick - Nov 24, 2021 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role: Chief Financial Officer
Signature: /s/ Thomas Chow, Attorney-in-Fact
Stock symbol: PUBM
Transactions as of: Nov 24, 2021
Transactions value $: $0
Form type: 4
Date filed: 1/4/2022, 05:39 PM
Previous filing: Oct 25, 2021
Next filing: Dec 1, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PUBM	Class A Common Stock	Options Exercise	$0	+2.26K	+40.89%	$0.00	7.79K	Dec 31, 2021	Direct

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	-2.26K	-7.69%	$0.00	27.1K	Dec 31, 2021	Class A Common Stock	2.26K		Direct	F1, F2, F3
transaction	PUBM	Class B Common Stock	Other	$0	-115K	-20.06%	$0.00	458K	Nov 24, 2021	Class A Common Stock	115K	$0.00	Direct	F4, F5
transaction	PUBM	Class B Common Stock	Other	$0	+115K		$0.00	115K	Nov 24, 2021	Class A Common Stock	115K		By Wife	F4, F5, F6

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

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.
F2	The RSUs vested as to 1/8 of the total shares on June 30, 2021, 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.
F3	RSUs do not expire; they either vest or are canceled prior to the vesting date.
F4	On November 24, 2021, the Reporting Person and his spouse entered into a transmutation agreement pursuant to which the Reporting Person and his spouse agreed that 115,000 shares of the Issuer's common stock owned by the Reporting Person and his spouse as community property would be deemed to be the separate property of his spouse and 115,000 shares of the Issuer's common stock owned by the Reporting Person and his spouse as community property would be deemed to be the separate property of the Reporting Person.
F5	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.
F6	These securities are beneficially owned by the Reporting Person's spouse as separate property pursuant to the transmutation agreement referred to in footnote four. 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.