0000899243-16-013753.txt : 20160218 0000899243-16-013753.hdr.sgml : 20160218 20160218185158 ACCESSION NUMBER: 0000899243-16-013753 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160217 FILED AS OF DATE: 20160218 DATE AS OF CHANGE: 20160218 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RUBICON PROJECT, INC. CENTRAL INDEX KEY: 0001595974 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 208881738 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12181 BLUFF CREEK DRIVE, 4TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90094 BUSINESS PHONE: 310-207-0272 MAIL ADDRESS: STREET 1: 12181 BLUFF CREEK DRIVE, 4TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90094 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADDANTE FRANK CENTRAL INDEX KEY: 0001603807 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36384 FILM NUMBER: 161439492 MAIL ADDRESS: STREET 1: 12181 BLUFF CREEK DRIVE STREET 2: 4TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90094 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-02-17 0 0001595974 RUBICON PROJECT, INC. RUBI 0001603807 ADDANTE FRANK C/O THE RUBICON PROJECT, INC. 12181 BLUFF CREEK DRIVE 4TH FLOOR LOS ANGELES CA 90094 1 1 0 0 See Remarks Common Stock 2016-02-17 4 A 0 77222 0.00 A 1763123 D Common Stock 2016-02-17 4 A 0 115833 0.00 A 1878956 D Common Stock 1250 I By spouse Stock Option (right to buy) 13.16 2016-02-17 4 A 0 88906 0.00 A 2026-02-01 Common stock 88906 88906 D Represents shares of restricted stock that vest as follows: (a) 24,131 shares on May 15, 2017; (b) 9,653 shares each November 15 and May 15 thereafter until November 15, 2018; (c) 9,652 shares on May 15, 2019; (d) 9,653 shares November 15, 2019; and (e) 4,827 shares on May 15, 2020. Granted as compensation for services. Represents shares of restricted stock tied to the Issuer's market price ("Market Stock Awards" or "MSAs"). The MSAs vest upon certification by the Board or Compensation Committee of the Issuer promptly following the Measurement Date for the MSAs, which is the first to occur of (i) February 1, 2019, (ii) the effective date of a Sale Transaction (as defined in the Severance Agreement between the Issuer and the reporting person to include various change in control transactions), or (iii) the date of termination of the reporting person's continuous service as a result of an involuntary termination, death, or disability. On the vesting date, the MSAs will vest with respect to the number of shares of the issuer's common stock, consisting of none, some, or all of the total shares issued, determined as the product obtained by multiplying the Performance Factor times the Target Shares as of the Measurement Date. (Continued from footnote 3) Initial Target Shares are two-thirds of the total number of MSAs issued, subject to pro-rata reduction for partial time served if the reporting person's continuous service terminates as a result of death, disability, involuntary termination not in connection with a Sale Transaction, or voluntary termination initiated by the reporting person. If the Calculated Quotient is less than 50%, the Performance Factor is zero, resulting in no vesting. If the Calculated Quotient is more than 150%, the Performance Factor is 150%. If the Calculated Quotient is at least 50% but not more than 150%, the Performance Factor is equal to the Calculated Quotient. For this purpose, the "Calculated Quotient" is obtained by dividing the 20-day trailing average closing price for the Issuer's common stock as of the Measurement Date by the 20-day trailing average closing price for the issuer's common stock as of the issuance date. 25% of the stock options will vest on February 1, 2017 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter. Chief Executive Officer, Chief Product Architect and Chairman of the Board /s/ Jonathan Feldman, attorney-in-fact 2016-02-18