Rajeev K. Goel - Feb 18, 2025 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role
CHIEF EXECUTIVE OFFICER, Director, 10%+ Owner
Signature
/s/ Andrew Woods, Attorney-in-Fact
Stock symbol
PUBM
Transactions as of
Feb 18, 2025
Transactions value $
-$243,168
Form type
4
Date filed
3/5/2025, 04:20 PM
Previous filing
Feb 13, 2025
Next filing
Apr 3, 2025
SEC
View on sec.gov

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 +25K 25K Mar 3, 2025 See footnote F1, F2, F3
transaction PUBM Class A Common Stock Sale -$271K -25K -100% $10.84 0 Feb 3, 2025 See footnote F3, F4, F5

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 Restricted Stock Units Award $0 +269K $0.00 269K Feb 18, 2025 Class A Common Stock 269K Direct F6, F7, F8
transaction PUBM Stock Option (Right to buy Class A Common Stock) Award $0 +269K $0.00 269K Feb 18, 2025 Class A Common Stock 269K $15.65 Direct F9
transaction PUBM Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -15.8K -100% $0.00 0 Mar 3, 2025 Class B Common Stock 15.8K $1.11 Direct F10
transaction PUBM Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -9.22K -1.85% $0.00 489K Mar 3, 2025 Class B Common Stock 9.22K $1.11 Direct F10
transaction PUBM Class B Common Stock Options Exercise $17.5K +15.8K +7.48% $1.11 227K Mar 3, 2025 Class A Common Stock 15.8K Direct F1
transaction PUBM Class B Common Stock Options Exercise $10.2K +9.22K +4.06% $1.11 236K Mar 3, 2025 Class A Common Stock 9.22K $1.11 Direct F1
transaction PUBM Class B Common Stock Conversion of derivative security $0 -25K -10.59% $0.00 211K Mar 3, 2025 Class A Common Stock 25K Direct F1
holding PUBM Class B Common Stock 581K Feb 18, 2025 Class A Common Stock 581K See footnote F1, F11
holding PUBM Class B Common Stock 400K Feb 18, 2025 Class A Common Stock 400K See footnote F1, F12
holding PUBM Class B Common Stock 68.6K Feb 18, 2025 Class A Common Stock 68.6K See footnote F1, F13
holding PUBM Class B Common Stock 309K Feb 18, 2025 Class A Common Stock 309K See footnote F1, F14
holding PUBM Class B Common Stock 309K Feb 18, 2025 Class A Common Stock 309K See footnote F1, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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.
F2 Reflects the transfer of 25,000 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust.
F3 These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries.
F4 The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 1, 2024.
F5 Represents the weighted average sale price. The lowest price at which shares were sold was $10.335 and the highest price at which shares were sold was $11.01. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein.
F6 Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's Class A Common Stock at the time of vesting for no consideration.
F7 The RSUs vest as to 1/16th of the total shares on April 1, 2025, 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.
F8 RSUs do not expire; they either vest or are canceled prior to the vesting date.
F9 The option vests as to 1/48 of the total shares on February 1, 2025, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
F10 The options are fully vested.
F11 These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
F12 These securities are held by The Goel Heritage Trust, of which the Reporting Person's children are beneficiaries. 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.
F13 These securities are held by The Goel Family Gift Trust, of which family members and certain other individuals are beneficiaries. 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.
F14 These securities are held by a trust for the benefit of the Reporting Person's child. 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.