0001144204-16-116630.txt : 20160804 0001144204-16-116630.hdr.sgml : 20160804 20160804163102 ACCESSION NUMBER: 0001144204-16-116630 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160804 DATE AS OF CHANGE: 20160804 GROUP MEMBERS: 40 NORTH GP III LLC GROUP MEMBERS: 40 NORTH LATITUDE FUND LP GROUP MEMBERS: 40 NORTH LATITUDE MASTER FUND LTD. GROUP MEMBERS: DAVID J. MILLSTONE GROUP MEMBERS: DAVID S. WINTER SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88535 FILM NUMBER: 161807921 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 40 North Management LLC CENTRAL INDEX KEY: 0001539436 IRS NUMBER: 264203244 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET - 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.821.1600 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET - 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: 40 North Industries LLC DATE OF NAME CHANGE: 20120112 SC 13G/A 1 v445982_sc13ga.htm SC 13G/A

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


	SCHEDULE 13G (Amendment No. 2)*
	Under the Securities Exchange Act of 1934


THE RUBICON PROJECT, INC.
	(Name of Issuer)

	Common Stock, par value $0.00001 per share
	(Title of Class of Securities)

	78112V102
	(CUSIP Number)

	August 3, 2016
	(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)

x	Rule 13d-1(c)

¨	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 12 Pages

Exhibit Index: Page 12

CUSIP NO. 78112V102

Page 2 of 12 Pages

1.	Names of Reporting Persons

	40 North Management LLC
2.	Check the Appropriate Box If a Member of a Group (See Instructions)

	a. ¨
	b. x
3.	SEC Use Only


4.	Citizenship or Place of Organization

	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power
		0

	6.	Shared Voting Power

		0
	7.	Sole Dispositive Power
		0

	8.	Shared Dispositive Power

		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	0

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	¨
11.	Percent of Class Represented By Amount in Row (9)

	0.0%
12.	Type of Reporting Person (See Instructions)

	IA

CUSIP NO. 78112V102

Page 3 of 12 Pages

1.	Names of Reporting Persons

	40 North GP III LLC
2.	Check the Appropriate Box If a Member of a Group (See Instructions)

	a. ¨
	b. x
3.	SEC Use Only


4.	Citizenship or Place of Organization

	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power

		0
	6.	Shared Voting Power
		0

	7.	Sole Dispositive Power

		0
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	0

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	o
11.	Percent of Class Represented By Amount in Row (9)

	0.0%
12.	Type of Reporting Person (See Instructions)

	OO

CUSIP NO. 78112V102

Page 4 of 12 Pages

1.	Names of Reporting Persons

	40 North Latitude Fund LP
2.	Check the Appropriate Box If a Member of a Group (See Instructions)

	a. ¨
	b. x
3.	SEC Use Only


4.	Citizenship or Place of Organization

	Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power

		0
	6.	Shared Voting Power
		0

	7.	Sole Dispositive Power

		0
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	0

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	¨
11.	Percent of Class Represented By Amount in Row (9)

	0.0%
12.	Type of Reporting Person (See Instructions)

	PN

CUSIP NO. 78112V102

Page 5 of 12 Pages

1.	Names of Reporting Persons

	40 North Latitude Master Fund Ltd.
2.	Check the Appropriate Box If a Member of a Group (See Instructions)

	a. ¨
	b. x
3.	SEC Use Only


4.	Citizenship or Place of Organization

	Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power

		0
	6.	Shared Voting Power
		0

	7.	Sole Dispositive Power

		0
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	0

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	¨
11.	Percent of Class Represented By Amount in Row (9)

	0.0%
12.	Type of Reporting Person (See Instructions)

	CO

CUSIP NO. 78112V102

Page 6 of 12 Pages

1.	Names of Reporting Persons

	David S. Winter
2.	Check the Appropriate Box If a Member of a Group (See Instructions)

	a. ¨
	b. x
3.	SEC Use Only


4.	Citizenship or Place of Organization

	United States

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power

		0
	6.	Shared Voting Power
		0

	7.	Sole Dispositive Power

		0
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	0

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	¨
11.	Percent of Class Represented By Amount in Row (9)

	0.0%
12.	Type of Reporting Person (See Instructions)

	IN

CUSIP NO. 78112V102

Page 7 of 12 Pages

1.	Names of Reporting Persons

	David J. Millstone
2.	Check the Appropriate Box If a Member of a Group (See Instructions)

	a. ¨
	b. x
3.	SEC Use Only


4.	Citizenship or Place of Organization

	United States

Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power

		0
	6.	Shared Voting Power
		0

	7.	Sole Dispositive Power

		0
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	0

10.	Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	¨
11.	Percent of Class Represented By Amount in Row (9)

	0.0%
12.	Type of Reporting Person (See Instructions)

	IN

CUSIP NO. 78112V102

Page 8 of 12 Pages

Item 1(a).	Name of Issuer:

	The Rubicon Project, Inc. (the “Issuer”).

Item 1(b).	Address of the Issuer’s Principal Executive Offices:

	12181 Bluff Creek Drive
	4th Floor
	Los Angeles, California 90094

Item 2(a).	Name of Person Filing

	The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

	i)	40 North Management LLC (“40 North Management”);
	ii)	40 North GP III LLC (“40 North GP”);
	iii)	40 North Latitude Fund LP (“40 North Latitude Feeder”);
	iv)	40 North Latitude Master Fund Ltd. (“40 North Latitude Master”);
	v)	David S. Winter; and
	vi)	David J. Millstone.

	This statement relates to Shares (as defined in Item 2(d) below) formerly held by 40 North Latitude Master, the “master” fund in a “master-feeder” structure in which 40 North Latitude Feeder is a “feeder” fund. The principal business of each of 40 North Latitude Feeder and 40 North Latitude Master is the making of investments in securities and other assets. The principal business of 40 North GP is to serve as general partner of 40 North Latitude Feeder. 40 North Management serves as principal investment manager to 40 North Latitude Feeder and 40 North Latitude Master. As such, 40 North Management has been granted investment discretion over portfolio investments, including the Shares, formerly held by or for the account of 40 North Latitude Feeder and 40 North Latitude Master. David S. Winter and David J. Millstone each serve as the sole members and principals of each of 40 North Management and 40 North GP, and as the sole directors of 40 North Latitude Master.

	The agreement between the Reporting Persons to file this statement jointly in accordance with Rule 13d-1(k) under the Exchange Act is attached as Exhibit A.

Item 2(b).	Address of Principal Business Office or, if None, Residence:

	The address of the principal business office of each of the Reporting Persons is 9 West 57th Street, 30th Floor, New York, New York 10019.

Item 2(c).	Citizenship:

	i)	40 North Management is a Delaware limited liability company;
	ii)	40 North GP is a Delaware limited liability company;
	iii)	40 North Latitude Feeder is a Delaware limited partnership;

CUSIP NO. 78112V102

Page 9 of 12 Pages

	iv)	40 North Latitude Master is a Cayman Islands exempted company incorporated with limited liability;
	v)	David S. Winter is a United States citizen; and
	vi)	David J. Millstone is a United States citizen.

Item 2(d).	Title of Class of Securities:

	Common Stock, par value $0.00001 per share (the “Shares”).

Item 2(e).	CUSIP Number:

	78112V102

Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	This Item 3 is not applicable.

Item 4.	Ownership:

Item 4(a).	Amount Beneficially Owned:

	As of the date hereof, none of the Reporting Persons may be deemed to be the beneficial owner of any Shares.

Item 4(b).	Percent of Class:

	None of the Reporting Persons may be deemed to be the beneficial owner of any Shares.

Item 4 (c).	40 North Management may no longer be deemed to have sole power to vote and sole power to dispose of any of the Shares and the other Reporting Persons formerly having beneficial ownership may no longer be deemed to have shared power to vote and shared power to dispose of any Shares.

CUSIP NO. 78112V102

Page 10 of 12 Pages

Item 5.	Ownership of Five Percent or Less of a Class:

	This Item 5 is not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person:

	This Item 6 is not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

	This Item 7 is not applicable.

Item 8.	Identification and Classification of Members of the Group:

	This Item 8 is not applicable.

Item 9.	Notice of Dissolution of Group:

	This Item 9 is not applicable.

Item 10.	Certification:

	By signing below each of the Reporting Persons certifies that, to the best of such Reporting Person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP NO. 78112V102

Page 11 of 12 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 4, 2016	40 NORTH MANAGEMENT LLC

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Date: August 4, 2016	40 NORTH LATITUDE FUND LP

	By 40 North GP III LLC, its General Partner

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Date: August 4, 2016	40 NORTH LATITUDE MASTER FUND LTD.

	By:	/s/ David S. Winter
		David S. Winter
		Director

	By:	/s/ David J. Millstone
		David J. Millstone
		Director

Date: August 4, 2016	40 NORTH GP III LLC

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Date: August 4, 2016	DAVID S. WINTER

	By:	/s/ David S. Winter

Date: August 4, 2016	DAVID J. MILLSTONE

	By:	/s/ David J. Millstone

CUSIP NO. 78112V102

Page 12 of 12 Pages

EXHIBIT INDEX

A.	Joint Filing Agreement by and among 40 North Management LLC, 40 North Latitude Fund LP, 40 North Latitude Master Fund Ltd., 40 North GP III LLC, David S. Winter, and David J. Millstone

EX-99.A 2 v445982_ex99-a.htm EXHIBIT 99.A

EXHIBIT A

AGREEMENT

JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13G and any future amendments thereto (including amendments on Schedule 13D) reporting each of the undersigned’s ownership of securities of The Rubicon Project, Inc., and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: August 4, 2016	40 NORTH MANAGEMENT LLC

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Date: August 4, 2016	40 NORTH LATITUDE FUND LP

	By 40 North GP III LLC, its General Partner

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Date: August 4, 2016	40 NORTH LATITUDE MASTER FUND LTD.

	By:	/s/ David S. Winter
		David S. Winter
		Director

	By:	/s/ David J. Millstone
		David J. Millstone
		Director

Date: August 4, 2016	40 NORTH GP III LLC

	By:	/s/ David S. Winter
		David S. Winter
		Principal

	By:	/s/ David J. Millstone
		David J. Millstone
		Principal

Continued on following page

Date: August 4, 2016	DAVID S. WINTER

	By:	/s/ David S. Winter

Date: August 4, 2016	DAVID J. MILLSTONE

	By:	/s/ David J. Millstone