PubMatic Inc.
01/03/2025 | Press release | Distributed by Public on 01/03/2025 17:24
Statement of Changes in Beneficial Ownership (Form 4)
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
(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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | $ 0 (3) | 12/31/2024 | M | 2,261 | (4) | (5) | Class A Common Stock | 2,261 | $ 0 | 0 | D | ||||
| Restricted Stock Unit | $ 0 (3) | 01/01/2025 | M | 5,056 | (6) | (5) | Class A Common Stock | 5,056 | $ 0 | 20,226 | D | ||||
| Restricted Stock Unit | $ 0 (3) | 01/01/2025 | M | 9,547 | (7) | (5) | Class A Common Stock | 9,547 | $ 0 | 76,369 | D | ||||
| Restricted Stock Unit | $ 0 (3) | 01/01/2025 | M | 8,955 | (8) | (5) | Class A Common Stock | 8,955 | $ 0 | 107,461 | D | ||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 73,464 | 73,464 | I | By spouse | |||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 41,536 | 41,536 | I | By PSLT DE LLC(10) | |||||||
| Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 115,000 | 115,000 | I | By SMP DE LLC(11) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Pantelick Steven C/O PUBMATIC, INC. 601 MARSHALL STREET REDWOOD CITY, CA 94063 |
CHIEF FINANCIAL OFFICER |
Signatures
| /s/ Andrew Woods, Attorney-in-Fact | 01/03/2025 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | 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. |
| (2) | 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 $14.61 to $15.09, 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. |
| (3) | 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. |
| (4) | . The RSUs vested as to 1/8 of the total shares on June 30, 2021, 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. |
| (5) | RSUs do not expire; they either vest or are canceled prior to the vesting date. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |
| (9) | 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. |
| (10) | The Reporting Person and his children are beneficiaries of PSLT DE LLC. |
| (11) | The Reporting Person's spouse and his children are beneficiaries of SMP DE LLC. |