FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PubMatic, Inc. [ PUBM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 05/28/2024 | C | 400 | A | $0(1) | 400 | I | By Birchwood Trust(2) | ||
Class A Common Stock | 05/28/2024 | S(3) | 400 | D | $24.5 | 0 | I | By Birchwood Trust(2) | ||
Class A Common Stock | 05/28/2024 | C | 400 | A | $0(1) | 400 | I | By Tuscan Irrevocable Trust(4) | ||
Class A Common Stock | 05/28/2024 | S(5) | 400 | D | $24.5 | 0 | I | By Tuscan Irrevocable Trust(4) | ||
Class A Common Stock | 05/28/2024 | C | 400 | A | $0(1) | 1,620 | I | By Marais Irrevocable Trust(6) | ||
Class A Common Stock | 05/28/2024 | S(7) | 400 | D | $24.5 | 0 | I | By Marais Irrevocable Trust(6) | ||
Class A Common Stock | 05/28/2024 | C | 400 | A | $0(1) | 400 | I | By RAJN Trust-A(8) | ||
Class A Common Stock | 05/28/2024 | S(9) | 400 | D | $24.5 | 0 | I | By RAJN Trust-A(8) | ||
Class A Common Stock | 05/28/2024 | C | 400 | A | $0(1) | 400 | I | By RAJN Trust-N(10) | ||
Class A Common Stock | 05/28/2024 | S(11) | 400 | D | $24.5 | 0 | I | By RAJN Trust-N(10) | ||
Class A Common Stock | 2,640 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 05/28/2024 | C | 400 | (1) | (1) | Class A Common Stock | 400 | $0 | 1,233,735 | I | By Birchwood Trust(2) | |||
Class B Common Stock | (1) | 05/28/2024 | C | 400 | (1) | (1) | Class A Common Stock | 400 | $0 | 755,584 | I | By Tuscan Irrevocable Trust(4) | |||
Class B Common Stock | (1) | 05/28/2024 | C | 400 | (1) | (1) | Class A Common Stock | 400 | $0 | 755,314 | I | By Marais Irrevocable Trust(6) | |||
Class B Common Stock | (1) | 05/28/2024 | C | 400 | (1) | (1) | Class A Common Stock | 400 | $0 | 524,162 | I | By RAJN Trust-A(8) | |||
Class B Common Stock | (1) | 05/28/2024 | C | 400 | (1) | (1) | Class A Common Stock | 400 | $0 | 524,247 | I | By RAJN Trust-N(10) | |||
Class B Common Stock | (1) | (1) | (1) | Class A Common Stock | 443,414 | 443,414 | I | See footnote(12) |
Explanation of Responses: |
1. 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. |
2. These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries. |
3. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Birchwood Trust on December 5, 2023. |
4. These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary. |
5. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Tuscan Irrevocable Trust on December 5, 2023. |
6. These shares are held by the Marais Irrevocable Trust, of which the Reporting Person's spouse is a beneficiary. 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. |
7. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Marais Irrevocable Trust on December 5, 2023. |
8. These shares are held by the RAJN Trust-A, of which one of the Reporting Person's children is a beneficiary. 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. |
9. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the RAJN Trust - A on December 5, 2023. |
10. These shares are held by the RAJN Trust-N, of which one of the Reporting Person's children is a beneficiary. 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. |
11. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the RAJN Trust - N on December 5, 2023. |
12. These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act. |
/s/ Andrew Woods, Attorney-in-Fact | 05/30/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |