Steven Pantelick - Apr 1, 2025 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Role
CHIEF FINANCIAL OFFICER
Signature
/s/ Andrew Woods, Attorney-in-Fact
Stock symbol
PUBM
Transactions as of
Apr 1, 2025
Transactions value $
-$267,683
Form type
4
Date filed
4/3/2025, 07:20 PM
Previous filing
Mar 4, 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 Options Exercise $0 +31K +137.59% $0.00 53.5K Apr 1, 2025 Direct
transaction PUBM Class A Common Stock Sale -$112K -12.1K -22.56% $9.31 41.4K Apr 2, 2025 Direct F1, F2
transaction PUBM Class A Common Stock Conversion of derivative security $0 +4K +9.66% $0.00 45.4K Apr 3, 2025 Direct F3
transaction PUBM Class A Common Stock Sale -$155K -18.4K -40.48% $8.45 27K Apr 3, 2025 Direct 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 Unit Options Exercise $0 -5.06K -25% $0.00 15.2K Apr 1, 2025 Class A Common Stock 5.06K $0.00 Direct F6, F7, F8
transaction PUBM Restricted Stock Unit Options Exercise $0 -9.55K -12.5% $0.00 66.8K Apr 1, 2025 Class A Common Stock 9.55K $0.00 Direct F6, F8, F9
transaction PUBM Restricted Stock Unit Options Exercise $0 -8.96K -8.33% $0.00 98.5K Apr 1, 2025 Class A Common Stock 8.96K $0.00 Direct F6, F8, F10
transaction PUBM Restricted Stock Unit Options Exercise $0 -7.41K -6.25% $0.00 111K Apr 1, 2025 Class A Common Stock 7.41K $0.00 Direct F6, F8, F11
transaction PUBM Class B Common Stock Conversion of derivative security $0 -4K -1.28% $0.00 309K Apr 1, 2025 Class A Common Stock 4K Direct F3
holding PUBM Class B Common Stock 73.5K Apr 1, 2025 Class A Common Stock 73.5K By spouse F3
holding PUBM Class B Common Stock 41.5K Apr 1, 2025 Class A Common Stock 41.5K By PSLT DE LLC F3, F12
holding PUBM Class B Common Stock 115K Apr 1, 2025 Class A Common Stock 115K By SMP DE LLC F3, F13
holding PUBM Class B Common Stock 313K Apr 1, 2025 Class A Common Stock 313K Direct F3
* 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 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.
F2 The price reported in this line item is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer on April 2, 2025 and April 3, 2025 at prices ranging from $8.95 to $9.51, 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 trades.
F3 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.
F4 The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 9, 2024.
F5 The price reported in this line item is a weighted average price. These shares were sold at prices ranging from $8.33 to $8.87, 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.
F6 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.
F7 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.
F8 RSUs do not expire; they either vest or are canceled prior to the vesting date.
F9 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.
F10 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.
F11 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.
F12 The Reporting Person and his children are beneficiaries of PSLT DE LLC.
F13 The Reporting Person's spouse and his children are beneficiaries of SMP DE LLC.