Amar K. Goel - Apr 1, 2025 Form 4 Insider Report for PubMatic, Inc. (PUBM)

Signature
/s/ Andrew Woods, Attorney-in-Fact
Stock symbol
PUBM
Transactions as of
Apr 1, 2025
Transactions value $
-$91,175
Form type
4
Date filed
4/3/2025, 07:21 PM
Previous filing
Mar 3, 2025
Next filing
Jul 3, 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PUBM Class A Common Stock Options Exercise $0 +12.4K +119.45% $0.00 22.8K Apr 1, 2025 Direct
transaction PUBM Class A Common Stock Sale -$41.4K -4.45K -19.46% $9.31 18.4K Apr 2, 2025 Direct F1, F2
transaction PUBM Class A Common Stock Sale -$49.8K -5.91K -32.09% $8.43 12.5K Apr 3, 2025 Direct F3, F4

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 -2.99K -25% $0.00 8.98K Apr 1, 2025 Class A Common Stock 2.99K $0.00 Direct F5, F6, F7
transaction PUBM Restricted Stock Unit Options Exercise $0 -2.03K -12.49% $0.00 14.2K Apr 1, 2025 Class A Common Stock 2.03K $0.00 Direct F5, F7, F8
transaction PUBM Restricted Stock Unit Options Exercise $0 -4.17K -8.33% $0.00 45.9K Apr 1, 2025 Class A Common Stock 4.17K $0.00 Direct F5, F7, F9
transaction PUBM Restricted Stock Unit Options Exercise $0 -3.25K -6.25% $0.00 48.7K Apr 1, 2025 Class A Common Stock 3.25K $0.00 Direct F5, F7, F10
holding PUBM Class B Common Stock 1.23M Apr 1, 2025 Class A Common Stock 1.23M By Birchwood Trust F11, F12
holding PUBM Class B Common Stock 756K Apr 1, 2025 Class A Common Stock 756K By Tuscan Irrevocable Trust F11, F13
holding PUBM Class B Common Stock 755K Apr 1, 2025 Class A Common Stock 755K By Marais Irrevocable Trust F11, F14
holding PUBM Class B Common Stock 524K Apr 1, 2025 Class A Common Stock 524K By RAJN Trust-A F11, F15
holding PUBM Class B Common Stock 524K Apr 1, 2025 Class A Common Stock 524K By RAJN Trust-N F11, F16
holding PUBM Class B Common Stock 443K Apr 1, 2025 Class A Common Stock 443K See footnote F11, F17
* 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 on this Form 4 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 The sales reported in this line item were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 5, 2023.
F4 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.32 to $8.53 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder 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 in this footnote.
F5 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.
F6 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.
F7 RSUs do not expire; they either vest or are canceled prior to the vesting date.
F8 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.
F9 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.
F10 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.
F11 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.
F12 These shares are held by the Birchwood Trust, of which the Reporting Person and his spouse are beneficiaries.
F13 These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary.
F14 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.
F15 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.
F16 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.
F17 These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.