X0206 3 2014-04-01 0 0001595974 RUBICON PROJECT, INC. RUBI 0001201674 COPPLE BRIAN W C/O THE RUBICON PROJECT, INC. 12181 BLUFF CREEK DRIVE, 4TH FLOOR LOS ANGELES CA 90094 0 1 0 0 GC & Corp. Sec. Class A Common Stock 50000 D Stock Option (Right to Buy) 9.80 2023-07-23 Class A Common Stock 175000 D Pursuant to the Sixth Amended and Restated Certificate of Incorporation (the "A&R Charter") of The Rubicon Project, Inc. (the "Issuer") to be filed immediately prior to the completion of the Issuer's initial public offering, effective upon the filing of the A&R Charter each share of Class A Common Stock will be automatically reclassified and converted into one share of a single class of Common Stock. 25% of the stock options vests on July 15, 2014 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter. Exhibit 24.1 - Power of Attorney. /s/ Jonathan Feldman, attorney-in-fact 2014-04-01