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^*

Klimenko Paulina

(Last)

(First)

(Middle)

C/O PUBMATIC, INC.

601 MARSHALL STREET

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2023

3. Issuer Name and Ticker or Trading Symbol
PubMatic, Inc. [ PUBM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Growth 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)
Class A Common Stock	9,074	D

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)
Restricted Stock Unit	⁽¹⁾	⁽²⁾	Class A Common Stock	8,089	$0.00⁽³⁾	D
Restricted Stock Unit	⁽⁴⁾	⁽²⁾	Class A Common Stock	31,930	$0.00⁽³⁾	D
Restricted Stock Unit	⁽⁵⁾	⁽²⁾	Class A Common Stock	98,753	$0.00⁽³⁾	D
Stock Option (Right to buy Class B Common Stock)	⁽⁶⁾	03/13/2028	Class B Common Stock⁽⁷⁾	13,062	$3.89	D
Stock Option (Right to buy Class B Common Stock)	⁽⁶⁾	05/20/2029	Class B Common Stock⁽⁷⁾	11,667	$2.97	D
Stock Option (Right to buy Class B Common Stock)	⁽⁸⁾	07/28/2030	Class B Common Stock⁽⁷⁾	52,625	$2.16	D
Stock Option (Right to buy Class A Common Stock)	⁽⁹⁾	01/28/2031	Class A Common Stock	36,601	$36.25	D
Stock Option (Right to buy Class A Common Stock)	⁽¹⁰⁾	02/02/2032	Class A Common Stock	30,140	$26.27	D
Stock Option (Right to buy Class A Common Stock)	⁽¹¹⁾	01/31/2033	Class A Common Stock	105,485	$15.33	D

Explanation of Responses:

1. The restricted stock units ("RSUs") vested as to 1/8 of the total shares on June 30, 2021, and 1/16th of the total shares will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The Reporting Person received an award of 18,489 RSUs, of which 10,400 RSUs previously vested and 8,089 RSUs remain outstanding on the date hereof.

2. RSUs do not expire; they either vest or are canceled prior to the vesting date.

3. Each RSU represents a right to receive one share of the Issuer's Class A Common Stock at the time of settlement for no consideration.

4. The RSUs vested as to 1/16th of the total award on April 1, 2022, and 1/16th of the award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The Reporting Person received an award of 46,444 RSUs, of which 14,514 RSUs previously vested and 31,930 RSUs remain outstanding on the date hereof.

5. The RSUs vested as to 1/16th of the total award on April 1, 2023, and 1/16th of the award will vest quarterly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The Reporting Person received an award of 105,337 RSUs, of which 6,584 RSUs vested on April 1, 2023 and 98,753 RSUs remain outstanding on the date hereof.

6. The options are fully vested.

7. Each share of Class B common stock held by the Issuer's executive officers, directors and their respective affiliates will convert automatically into one share of Class A common stock upon any transfer that occurs after the closing of the Issuer's initial public offering, except for certain permitted transfers.

8. The option vested as to 1/48 of the total award on February 1, 2020, and 1/48 of the award will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

9. The option vested as to 1/48 of the total award on February 1, 2021, and 1/48 of the award will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

10. The option vested as to 1/48 of the total award on February 1, 2022, and 1/48 of the award will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

11. The option vested as to 1/48 of the total award on February 1, 2023, and 1/48 of the award will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Remarks:

	/s/ Andrew Woods, Attorney-in-Fact	04/28/2023
	** 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.