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Filing Details

Accession Number:: 0001415889-24-019259
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-07-03 17:43:43
Reporting Period:: 2024-07-01

Accepted Time:: 2024-07-03 17:43:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1422930	Pubmatic Inc.	PUBM	Services-Computer Programming, Data Processing, Etc. (7370)	205863224

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1833511	K. Rajeev Goel	C/O Pubmatic, Inc. 601 Marshall Street Redwood City CA 94063	Chief Executive Officer	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-07-01	48,689	$0.00	48,689	No	4	M	Direct
Class A Common Stock	Disposition	2024-07-02	25,978	$20.41	22,711	No	4	S	Direct
Class A Common Stock	Acquisiton	2024-07-01	25,000	$0.00	25,000	No	4	C	Indirect	By Goel Family Trust
Class A Common Stock	Disposition	2024-07-01	25,000	$20.08	0	No	4	S	Indirect	By Goel Family Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct
No	4	C	Indirect	By Goel Family Trust
No	4	S	Indirect	By Goel Family Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Restricted Stock Unit	Disposition	2024-07-01	11,236	$0.00	11,236	$0.00
Class A Common Stock	Restricted Stock Unit	Disposition	2024-07-01	23,042	$0.00	23,042	$0.00
Class A Common Stock	Restricted Stock Unit	Disposition	2024-07-01	14,411	$0.00	14,411	$0.00
Class B Common Stock	Stock Option (Right to buy Class B Common Stock)	Disposition	2024-07-01	25,000	$0.00	25,000	$1.11
Class A Common Stock	Class B Common Stock	Acquisiton	2024-07-01	25,000	$0.00	25,000	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2024-07-01	25,000	$0.00	25,000	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
67,419		No	4	M	Direct
230,425		No	4	M	Direct
201,746		No	4	M	Direct
595,187	2026-07-07	No	4	M	Direct
235,984		No	4	M	Direct
210,984		No	4	C	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock	Class B Common Stock	$0.00	581,260	581,260	Indirect
Class A Common Stock	Class B Common Stock	$0.00	400,000	400,000	Indirect
Class A Common Stock	Class B Common Stock	$0.00	68,616	68,616	Indirect
Class A Common Stock	Class B Common Stock	$0.00	308,775	308,775	Indirect
Class A Common Stock	Class B Common Stock	$0.00	308,775	308,775	Indirect
Class A Common Stock	Class B Common Stock	$0.00	491,284	491,284	Indirect

Amount	Remaning Holdings	Nature of Ownership
581,260	581,260	Indirect
400,000	400,000	Indirect
68,616	68,616	Indirect
308,775	308,775	Indirect
308,775	308,775	Indirect
491,284	491,284	Indirect

Footnotes

The sales reported in this line item represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units ("RSUs"). The sales were to satisfy tax withholding obligations to be funded by a "sell to cover" transaction.
The price reported in this line item is a weighted average price. These shares were sold as part of a block trade for multiple security holders of the Issuer at prices ranging from $20.12 to $20.59, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer 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 range set forth herein with regard to the block trade.
Reflects the transfer of 25,000 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust upon conversion.
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.
These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 1, 2024.
These securities were transferred by the Reporting Person to The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, and were sold by the Goel Family Trust as reported herein.
Represents the weighted average sale price. The lowest price at which shares were sold was $19.85 and the highest price at which shares were sold was $20.36. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.
The RSUs vested as to 1/16th of the total shares on April 1, 2022, 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.
RSUs do not expire; they either vest or are canceled prior to the vesting date.
The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
The RSUs vest as to 1/16th of the total shares on April 1, 2024, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
The options are fully vested.
These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
These securities are held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries. 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.
These securities are held by The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries. 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.
These securities are held by a trust for the benefit of the Reporting Person's child. 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.