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Filing Details

Accession Number:: 0001336716-15-000005
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-03-04 18:29:09
Reporting Period:: 2015-03-02

Filing Date:: 2015-03-04
Accepted Time:: 2015-03-04 18:29:09
SEC Url:: Form 4 Filing

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	Director	Officer	Large Shareholder	Other
1197111	T Robert Vasan	2484 Sand Hill Road Menlo Park CA 94025	No	No	No	Yes
1336716	P L Delaware A Xii Mayfield	2484 Sand Hill Road Menlo Park CA 94025	No	No	Yes	No
1351825	Xii Fund Associates Mayfield	2484 Sand Hill Road Menlo Park CA 94025	No	No	Yes	Yes
1404295	T James Beck	2484 Sand Hill Road Menlo Park CA 94025	No	No	No	Yes
1404328	Xii Fund Principals Mayfield	2484 Sand Hill Road Menlo Park CA 94025	No	No	Yes	Yes
1404329	Mayfield Xii Management, L.l.c.	2484 Sand Hill Road Menlo Park CA 94025	No	No	Yes	Yes
1405494	Navin Chaddha	2484 Sand Hill Road Menlo Park CA 94025	No	No	No	Yes

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2015-03-02	194,000	$19.20	3,560,899	No	4	S	Direct
Common Stock	Disposition	2015-03-02	3,000	$19.20	55,065	No	4	S	Indirect	By Mayfield Associates Fund XII
Common Stock	Disposition	2015-03-02	3,000	$19.20	55,065	No	4	S	Indirect	By Mayfield Principals Fund XII
Common Stock	Disposition	2015-03-03	80,854	$19.00	3,480,045	No	4	S	Direct
Common Stock	Disposition	2015-03-03	1,250	$19.00	53,815	No	4	S	Indirect	By Mayfield Associates Fund XII
Common Stock	Disposition	2015-03-03	1,250	$19.00	53,815	No	4	S	Indirect	By Mayfield Principals Fund XII

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Indirect	By Mayfield Associates Fund XII
No	4	S	Indirect	By Mayfield Principals Fund XII
No	4	S	Direct
No	4	S	Indirect	By Mayfield Associates Fund XII
No	4	S	Indirect	By Mayfield Principals Fund XII

Footnotes

The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.86 to $19.46, inclusive. The Reporting Persons undertake to provide to The Rubicon Project, Inc., any security holder of The Rubicon Project, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.
The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $19.00 to $19.055, inclusive. The Reporting Persons undertake to provide to The Rubicon Project, Inc., any security holder of The Rubicon Project, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (2) to this Form 4.
Mayfield XII Management, L.L.C. ("MF XII Management") is the sole general partner of each of Mayfield XII, a Delaware Limited Partnership ("MF XII") and Mayfield Associates Fund XII, a Delaware Limited Partnership ("MF A XII"), and is the sole managing director of Mayfield Principals Fund XII, a Delaware Multiple Series LLC ("MF PF XII"), and in such capacity may be deemed to beneficially own the shares of common stock beneficially held by each of MF XII, MF A XII and MF PF XII. MF XII Management is managed by three managing directors, James T. Beck, Navin Chaddha and Robert T. Vasan, and all action by the managing directors relating to the voting or disposition of the shares of common stock beneficially held by each of MF XII, MF A XII and MF PF XII requires approval of a majority of the managing directors.
Each of James T. Beck, Navin Chaddha, and Robert T. Vasan, as the managing directors of MF XII Management, may be deemed to share beneficial ownership of the shares that are beneficially owned by MF XII Management, but each disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.
The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of equity securities covered by this statement.