X0306 4 2014-04-01 0 0001595974 RUBICON PROJECT, INC. RUBI 0001186934 MOHN JARL C/O THE RUBICON PROJECT, INC. 12181 BLUFF CREEK DRIVE, 4TH FLOOR LOS ANGELES CA 90094 1 0 0 0 Class A Common Stock 2014-04-01 4 A 0 15000 0.00 A 15000 D Class A Common Stock 2014-04-01 4 A 0 6283 0.00 A 21283 D Class A Common Stock 2014-04-07 4 J 0 21283 D 0 D Common Stock 2014-04-07 4 J 0 21283 A 21283 D Class A Common Stock 2014-04-07 4 C 0 405850 A 405850 I By The Mohn Family Trust Class A Common Stock 2014-04-07 4 J 0 405850 D 0 I By The Mohn Family Trust Common Stock 2014-04-07 4 J 0 405850 A 405850 I By The Mohn Family Trust Common Stock 2014-04-07 4 S 0 50000 15.00 D 355850 I By The Mohn Family Trust Stock Option (Right to Buy) 15.00 2014-04-01 4 A 0 29184 0.00 A 2024-04-01 Class A Common Stock 29184 29184 D Stock Option (Right to Buy) 15.00 2014-04-01 4 A 0 13208 0.00 A 2024-04-01 Class A Common Stock 13208 13208 D Stock Option (Right to Buy) 15.00 2014-04-07 4 J 0 29184 D 2024-04-01 Class A Common Stock 29184 0 D Stock Option (Right to Buy) 15.00 2014-04-07 4 J 0 29184 A 2024-04-01 Common Stock 29184 29184 D Stock Option (Right to Buy) 15.00 2014-04-07 4 J 0 13208 D 2024-04-01 Class A Common Stock 13208 0 D Stock Option (Right to Buy) 15.00 2014-04-07 4 J 0 13208 A 2024-04-01 Common Stock 13208 13208 D Series B Convertible Preferred Stock 2014-04-07 4 C 0 705880 D Class A Common Stock 352940 0 I By The Mohn Family Trust Series C Convertible Preferred Stock 2014-04-07 4 C 0 49544 D Class A Common Stock 24772 0 I By The Mohn Family Trust Series D Convertible Preferred Stock 2014-04-07 4 C 0 56276 D Class A Common Stock 28138 0 I By The Mohn Family Trust Represents restricted stock units that vest in three equal annual increments, on the first, second and third anniversaries of the date of completion of The Rubicon Project, Inc.'s (the "Issuer") initial public offering. Granted as compensation for services. Represents restricted stock units that vest in full on the date of the next Annual Meeting of the Issuer's stockholders. Pursuant to the Sixth Amended and Restated Certificate of Incorporation ("A&R Charter") of the Issuer filed prior to the completion of the Issuer's initial public offering, each share of Class A Common Stock was reclassified and converted into one share of a single class of Common Stock on April 7, 2014. Such reclassification was exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended. Each share of Convertible Preferred Stock automatically converted into 1/2 of a share of Class A Common Stock upon completion of the Issuer's initial public offering of its Common Stock on April 7, 2014. The Convertible Preferred Stock has no expiration date. Mr. Mohn and his wife are co-trustees of, and the sole beneficiaries of, The Mohn Family Trust. The stock option vests in three equal annual increments, on the first, second and third anniversaries of the date of completion of the Issuer's initial public offering. The stock option vests in full on the date of the next Annual Meeting of the Issuer's stockholders. Pursuant to the A&R Charter, each share of Class A Common Stock underlying the reported stock option automatically reclassified and converted into one share of a single class of Common Stock on April 7, 2014, immediately prior to the completion of the Issuer's initial public offering. Such reclassification was exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended. /s/ Jonathan Feldman, attorney-in-fact 2014-04-11