Narendra Gupta - Jun 1, 2021 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role
Director, 10%+ Owner
Signature
/s/ Thomas Chow, Attorney-in-Fact
Stock symbol
PUBM
Transactions as of
Jun 1, 2021
Transactions value $
$0
Form type
4
Date filed
6/3/2021, 04:06 PM
Next filing
Jul 21, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PUBM Class A common stock Conversion of derivative security +1.6M 1.6M Jun 1, 2021 See Footnote F1, F2, F3
transaction PUBM Class A common stock Other -1.6M -100% 0 Jun 1, 2021 See Footnote F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PUBM Class B common stock Conversion of derivative security $0 -1.6M -15.02% $0.00 9.03M Jun 1, 2021 Class A common stock 1.6M See Footnote F1, F2, F3
transaction PUBM Class B common stock Other $0 -404K -4.48% $0.00 8.62M Jun 1, 2021 Class A common stock 404K See Footnote F1, F2, F3, F4
transaction PUBM Class B common stock Other $0 +365K $0.00 365K Jun 1, 2021 Class A common stock 365K See Footnote F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a pro-rata in-kind distribution of Class A common stock and Class B common stock, and not a purchase or sale, without additional consideration to its partners.
F2 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 that occurs after the closing of the Issuer's initial public offering, except for certain permitted transfers.
F3 These securities are held by Nexus India Capital I, L.P. (Nexus Capital). The sole general partner of Nexus Capital is Nexus India Management I, L.P. (Nexus Management), and the sole general partner of Nexus Management is Nexus India Master Management I, Ltd. (Nexus Master). The Reporting Person holds sole voting, and investment power in Nexus Master, and thus may be deemed to hold sole voting and investment power over these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.
F4 Pursuant to the charter documents of the Issuer, the recipients of such distribution were permitted transferees and thus received such distribution in Class B common stock.
F5 These securities are held by the Naren & Vinita Gupta Living Trust, Dated 12/2/94.