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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1595974	Rubicon Project Inc.	RUBI	Services-Computer Programming, Data Processing, Etc. (7370)	208881738

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1564708	News Corp	1211 Avenue Of The Americas New York NY 10036		No	No	Yes	No

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class B Common Stock	Disposition	2014-04-07	4,190,063	$0.00	0	No	4	J	Direct
Class A Common Stock	Acquisiton	2014-04-07	4,190,063	$0.00	4,190,063	No	4	J	Direct
Class A Common Stock	Acquisiton	2014-04-07	1,406,062	$0.00	5,596,125	No	4	C	Direct
Class A Common Stock	Disposition	2014-04-07	5,596,125	$0.00	0	No	4	J	Direct
Common Stock	Acquisiton	2014-04-07	5,596,125	$0.00	5,596,125	No	4	J	Direct
Common Stock	Disposition	2014-04-07	849,776	$15.00	4,746,349	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	J	Direct
No	4	J	Direct
No	4	C	Direct
No	4	J	Direct
No	4	J	Direct
No	4	S	Direct

Reported Derivative Transactions

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Series D Convertible Preferred Stock	Disposition	2014-04-07	2,812,124	$0.00	1,406,062	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Direct

Footnotes

Each share of Class B Common Stock automatically converted into one share of Class A Common Stock immediately prior to the completion of the initial public offering of The Rubicon Project, Inc.'s (the "Issuer") Common Stock, which occurred on April 7, 2014. Such reclassification was exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended.
Each share of Series D Convertible Preferred Stock automatically converted into 1/2 of a share of Class A Common Stock upon completion of the Issuer's initial public offering of its Common Stock on April 7, 2014. The Convertible Preferred Stock had no expiration date.
Pursuant to the Sixth Amended and Restated Certificate of Incorporation of the Issuer filed prior to the completion of the Issuer's initial public offering, each share of Class A Common Stock was reclassified and converted into one share of a single class of Common Stock on April 7, 2014. Such reclassification was exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended.