SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Evans Katie Seitz

(Last)

(First)

(Middle)

C/O MAGNITE, INC.

12181 BLUFF CREEK DRIVE, 4TH FLOOR

(Street)

LOS ANGELES

90094

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2020

3. Issuer Name and Ticker or Trading Symbol
MAGNITE, INC. [ MGNI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	520,271	D⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	02/03/2021	Common Stock	1,442	$3.96	D
Stock Option (Right to Buy)	⁽²⁾	06/08/2021	Common Stock	1,442	$3.96	D
Stock Option (Right to Buy)	⁽²⁾	07/26/2022	Common Stock	2,884	$4.64	D
Stock Option (Right to Buy)	⁽²⁾	07/19/2022	Common Stock	2,884	$4.64	D
Stock Option (Right to Buy)	⁽²⁾	03/05/2023	Common Stock	7,212	$5.46	D
Stock Option (Right to Buy)	⁽²⁾	07/31/2023	Common Stock	5,410	$7.74	D
Stock Option (Right to Buy)	⁽²⁾	12/05/2023	Common Stock	22,971	$3.95	D
Stock Option (Right to Buy)	⁽³⁾	02/27/2028	Common Stock	56,137	$3.61	D
Stock Option (Right to Buy)	⁽⁴⁾	02/28/2029	Common Stock	33,546	$5.16	D
Stock Option (Right to Buy)	⁽⁵⁾	04/01/2030	Common Stock	69,470	$5.28	D

Explanation of Responses:

1. Includes (i) 33,812 shares underlying Restricted Stock Units ("RSUs") which will vest on February 14, 2021; (ii) 13,871 shares underlying RSUs which will vest in two equal installments on each of February 14, 2021 and February 14, 2022; (iii) 37,569 shares underlying RSUs which will vest in three equal installments on each of February 14, 2021, February 14, 2022 and February 14, 2023; (iv) 92,396 shares that will vest as follows: 25,024 shares on May 15, 2021, 5,775 shares on each August 15, November 15 and February 15 thereafter until February 15, 2024, and 3,847 shares on May 15, 2024; and (v) 102,662 shares that vest in two equal installments on each of April 1, 2021 and April 1, 2022.

2. Immediately exercisable.

3. 25% of the total number of shares underlying this option vested on February 14, 2019 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date.

4. 25% of the total number of shares underlying this option vested on February 14, 2020 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date.

5. 25% of the total number of shares underlying this option will vest on April 1, 2021 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date.

Remarks:

	/s/ Aaron Saltz, Attorney-in-Fact	09/25/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.