Rajeev 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 $
-$509,861
Form type
4
Date filed
4/3/2025, 07:27 PM
Previous filing
Mar 5, 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 +65.5K $0.00 65.5K Apr 1, 2025 Direct
transaction PUBM Class A Common Stock Conversion of derivative security +25K 25K Apr 1, 2025 By Goel Family Trust F1, F2, F3
transaction PUBM Class A Common Stock Sale -$228K -25K -100% $9.14 0 Apr 1, 2025 By Goel Family Trust F3, F4, F5, F6
transaction PUBM Class A Common Stock Sale -$309K -33.2K -50.69% $9.31 32.3K Apr 2, 2025 Direct F7, F8

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 Stock Option (Right to buy Class B Common Stock) Options Exercise $0 -25K -5.11% $0.00 464K Apr 1, 2025 Class B Common Stock 25K $1.11 Direct F9
transaction PUBM Class B Common Stock Options Exercise $27.8K +25K +11.85% $1.11 236K Apr 1, 2025 Class A Common Stock 25K Direct F1
transaction PUBM Class B Common Stock Conversion of derivative security $0 -25K -10.59% $0.00 211K Apr 1, 2025 Class A Common Stock 25K Direct F1
transaction PUBM Restricted Stock Unit Options Exercise $0 -11.2K -25% $0.00 33.7K Apr 1, 2025 Class A Common Stock 11.2K $0.00 Direct F10, F11, F12
transaction PUBM Restricted Stock Unit Options Exercise $0 -23K -12.5% $0.00 161K Apr 1, 2025 Class A Common Stock 23K $0.00 Direct F10, F12, F13
transaction PUBM Restricted Stock Unit Options Exercise $0 -14.4K -8.33% $0.00 159K Apr 1, 2025 Class A Common Stock 14.4K $0.00 Direct F10, F12, F14
transaction PUBM Restricted Stock Unit Options Exercise $0 -16.8K -6.25% $0.00 252K Apr 1, 2025 Class A Common Stock 16.8K $0.00 Direct F10, F12, F15
holding PUBM Class B Common Stock 581K Apr 1, 2025 Class A Common Stock 581K See footnote F1, F16
holding PUBM Class B Common Stock 400K Apr 1, 2025 Class A Common Stock 400K See footnote F1, F17
holding PUBM Class B Common Stock 68.6K Apr 1, 2025 Class A Common Stock 68.6K See footnote F1, F18
holding PUBM Class B Common Stock 309K Apr 1, 2025 Class A Common Stock 309K See footnote F1, F19
holding PUBM Class B Common Stock 309K Apr 1, 2025 Class A Common Stock 309K See footnote F1, F19
holding PUBM Class B Common Stock 491K Apr 1, 2025 Class A Common Stock 491K See footnote F1, 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 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 These securities were transferred by the Reporting Person to The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries, and were sold by the Goel Family Trust as reported herein.
F6 Represents the weighted average sale price. The lowest price at which shares were sold was $9.03 and the highest price at which shares were sold was $9.25. 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.
F7 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.
F8 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.
F9 The options are fully vested.
F10 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.
F11 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.
F12 RSUs do not expire; they either vest or are canceled prior to the vesting date.
F13 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.
F14 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.
F15 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.
F16 These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act.
F17 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.
F18 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.
F19 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.