0001209191-24-000827.txt : 20240104 0001209191-24-000827.hdr.sgml : 20240104 20240104165843 ACCESSION NUMBER: 0001209191-24-000827 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240102 FILED AS OF DATE: 20240104 DATE AS OF CHANGE: 20240104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARRETT MICHAEL G. CENTRAL INDEX KEY: 0001100612 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36384 FILM NUMBER: 24512971 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] ORGANIZATION NAME: 06 Technology 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 X0508 4 2024-01-02 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 0 Common Stock 2024-01-02 4 A 0 121951 0.00 A 1329792 D Performance Stock Units 2024-01-02 4 A 0 169173 0.00 A Common Stock 169173 169173 D Stock Option (Right to Buy) 9.20 2024-01-02 4 A 0 129870 0.00 A 2034-01-02 Common Stock 129870 129870 D Represents restricted stock units that vest as follows: 33,028 on February 15, 2025, 7,622 on each May 15, August 15, November 15, and February 15 thereafter until November 15, 2027 and 5,081 on February 15, 2028, 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 Company's Amended and Restated 2014 Equity Incentive Plan. Each performance stock unit ("PSU") represents a contingent right to receive on vesting one share of the Issuer's common stock. The PSUs will generally vest on the three-year anniversary of the grant date of the award subject to the Reporting Person's continued service through such date. The number of shares vested will be determined based on the Issuer's total stockholder return ("TSR") relative to the TSRs of the companies in the Russell 2000 index for the three year-period beginning January 1, 2024, as well as certain interim measurements based on relative TSR for the one-year and two-year periods beginning on January 1, 2024. 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. 25% of the total number of shares underlying this option will vest on January 1, 2025 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. /s/ Aaron Saltz, attorney-in-fact 2024-01-04