0001209191-22-007037.txt : 20220203 0001209191-22-007037.hdr.sgml : 20220203 20220203193106 ACCESSION NUMBER: 0001209191-22-007037 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220201 FILED AS OF DATE: 20220203 DATE AS OF CHANGE: 20220203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARRETT MICHAEL G. CENTRAL INDEX KEY: 0001100612 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36384 FILM NUMBER: 22590376 BUSINESS ADDRESS: BUSINESS PHONE: 310-207-0272 MAIL ADDRESS: STREET 1: C/O THE RUBICON PROJECT, INC. STREET 2: 12181 BLUFF CREEK DRIVE, 4TH FLOOR CITY: PLAYA VISTA STATE: CA ZIP: 90094 FORMER NAME: FORMER CONFORMED NAME: BARRETT MICHAEL DATE OF NAME CHANGE: 19991207 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MAGNITE, INC. CENTRAL INDEX KEY: 0001595974 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 208881738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1250 BROADWAY STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-243-2769 MAIL ADDRESS: STREET 1: 1250 BROADWAY STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: RUBICON PROJECT, INC. DATE OF NAME CHANGE: 20140106 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-02-01 0 0001595974 MAGNITE, INC. MGNI 0001100612 BARRETT MICHAEL G. C/O MAGNITE, INC. 1250 BROADWAY,15TH FLOOR NEW YORK NY 10001 1 1 0 0 CEO Common Stock 2022-02-01 4 A 0 138313 0.00 A 1576968 D Stock Option (right to buy) 13.90 2022-02-01 4 A 0 172216 0.00 A 2032-02-01 Common Stock 172216 172216 D Performance Stock Units 2022-02-01 4 A 0 86806 0.00 A Common Stock 86806 86806 D Represents restricted stock units (the "RSUs") that vest as follows: 25% of the total number of shares underlying the RSU will vest on February 15, 2023 and the remaining shares vest in 12 equal quarterly installments on the 15th of every May, August, November and February thereafter, subject to continued service to the Issuer through each vesting date. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances. Equity grant under the Issuer's 2014 Equity Incentive Plan. 25% of the total number of shares underlying this option will vest on February 1, 2023 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances. Each performance stock unit ("PSU") represents a contingent right to receive on vesting one share of the Issuer's common stock. Vesting of the PSU will be determined based on the Issuer's total stockholder return ("TSR") for the three-year period beginning on the grant date of the award relative to the TSRs of the companies in the Russell 2000 index over that period. The number of PSUs reported in column 5 reflects the target number of PSUs subject to the award. The award is eligible to vest as to 0% to 150% of the target number of PSUs. /s/ Aaron Saltz, attorney-in-fact 2022-02-03