Home > Insider Trading > Latest 13D and 13G Filings > 13G Filing (0001104659-22-022732)

Filing Details

Accession Number:: 0001104659-22-022732
Form Type:: 13G Filing
Publication Date:: 2022-02-13 19:00:00

Filed By:: August Capital V Special Opportunities, L.p.
Company:: Pubmatic Inc.
Filing Date:: 2022-02-14
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
August Capital V Special Opportunities	0	0	0	0.0%
August Capital Management V	0	0	129,443	0.0%
Howard Hartenbaum ( Hartenbaum )	129,443	129,443	55,792	0.3%
David M. Hornik ( Hornik )	55,792	55,792	267,749	0.1%
W. Eric Carlborg ( Carlborg )	267,749	267,749		0.7%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

PubMatic, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

74467Q103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 11 Pages

Exhibit Index Contained on Page 10

CUSIP NO. 74467Q103

13 G

Page 2 of 11

1	NAME OF REPORTING PERSON August Capital V Special Opportunities, L.P. (“August V SO”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 0 shares
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON PN

CUSIP NO. 74467Q103

13 G

Page 3 of 11

1	NAME OF REPORTING PERSON August Capital Management V, L.L.C. (“ACM V”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0 shares
		6	SHARED VOTING POWER 0 shares
		7	SOLE DISPOSITIVE POWER 0 shares
		8	SHARED DISPOSITIVE POWER 0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12	TYPE OF REPORTING PERSON OO

CUSIP NO. 74467Q103

13 G

Page 4 of 11

1	NAME OF REPORTING PERSON Howard Hartenbaum (“Hartenbaum”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF		5	SOLE VOTING POWER 129,443 shares
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		6	SHARED VOTING POWER 0 shares
		7	SOLE DISPOSITIVE POWER 129,443 shares
		8	SHARED DISPOSITIVE POWER 0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,443
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3%
12	TYPE OF REPORTING PERSON IN

CUSIP NO. 74467Q103

13 G

Page 5 of 11

1	NAME OF REPORTING PERSON David M. Hornik (“Hornik”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF		5	SOLE VOTING POWER 55,792 shares
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		6	SHARED VOTING POWER 0 shares
		7	SOLE DISPOSITIVE POWER 55,792 shares
		8	SHARED DISPOSITIVE POWER 0 shares
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 55,792
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%
12	TYPE OF REPORTING PERSON IN

CUSIP NO. 74467Q103

13 G

Page 6 of 11

1	NAME OF REPORTING PERSON W. Eric Carlborg (“Carlborg”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF		5	SOLE VOTING POWER 267,749 shares
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		6	SHARED VOTING POWER 0 shares.
		7	SOLE DISPOSITIVE POWER 267,749 shares
		8	SHARED DISPOSITIVE POWER 0 shares.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 267,749
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7%
12	TYPE OF REPORTING PERSON IN

CUSIP NO. 74467Q103

13 G

Page 7 of 11

	ITEM 1(A).	NAME OF ISSUER

		PubMatic, Inc.

	ITEM 1(B).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

		3 Lagoon Drive, Suite 180
		Redwood City, CA 94065

	ITEM 2(A).	NAME OF PERSONS FILING

		This Statement is filed by August Capital V Special Opportunities, L.P. (“August V SO”), August Capital Management V, L.L.C., a Delaware limited liability company (“ACM V”), and Howard Hartenbaum (“Hartenbaum”), David M. Hornik (“Hornik”) and W. Eric Carlborg (“Carlborg”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

		ACM V, the general partner of August V SO, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by August V SO.

		Hartenbaum and Hornik are members of ACM V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by August V SO. Carlborg is a voting party with respect to the issuer’s shares and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by August V SO.

	ITEM 2(B).	ADDRESS OF PRINCIPAL BUSINESS OFFICE

		The address for each reporting person is:

		August Capital
		893A Folsom Street
		San Francisco, California 94107

	ITEM 2(C).	CITIZENSHIP

		August V SO is a Delaware limited partnership. ACM V is a Delaware limited liability company. Hartenbaum and Hornik are United States Citizens.

	ITEM 2(D) and (E).	TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER

		Class A Common Stock
		CUSIP # 74467Q103

	ITEM 3.	Not Applicable.

	ITEM 4.	OWNERSHIP

		Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

		The following information with respect to the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2021 (based on 40,695,140 shares of Class A Common Stock of the issuer outstanding).

CUSIP NO. 74467Q103

13 G

Page 8 of 11

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

	(ii)	Shared power to vote or to direct the vote:

		See Row 6 of cover page for each Reporting Person.

	(iii)	Sole power to dispose or to direct the disposition of:

		See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

	ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of 5 percent of the class of securities, check the following x.

	ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

		Under certain circumstances set forth in the limited partnership agreement of August V SO, and the limited liability company agreement of ACM V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.

	ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

		Not applicable.

	ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

		Not applicable.

	ITEM 9.	NOTICE OF DISSOLUTION OF GROUP

		Not applicable.

	ITEM 10.	CERTIFICATION

		Not applicable.

CUSIP NO. 74467Q103

13 G

Page 9 of 11

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2022

	AUGUST CAPITAL V SPECIAL OPPORTUNITIES, L.P., a Delaware Limited Partnership

	AUGUST CAPITAL MANAGEMENT V, L.L.C., a Delaware Limited Liability Company

	By:	/s/ Abigail Hipps
		Abigail Hipps
		Attorney-in-Fact*

	W. ERIC CARLBORG
	HOWARD HARTENBAUM
	DAVID M. HORNIK

	By:	/s/ Abigail Hipps
		Abigail Hipps
		Attorney-in-Fact^*

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

CUSIP NO. 74467Q103

13 G

Page 10 of 11

EXHIBIT INDEX

	Found on Sequentially
Exhibit	Numbered Page

Exhibit A: Agreement of Joint Filing	11

CUSIP NO. 74467Q103

13 G

Page 11 of 11

exhibit A

Agreement of Joint Filing

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of PubMatic, Inc. shall be filed on behalf of each of the Reporting Persons. Note that a copy of the applicable Agreement of Joint Filing is already on file with the appropriate agencies.