United States securities and exchange commission logo





                             September 19, 2023

       Rajeev Goel
       Chief Executive Officer
       PubMatic, Inc.
       601 Marshall Street
       Redwood City, CA 94063

                                                        Re: PubMatic, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2022
                                                            Filed on February
28, 2023
                                                            Form 8-K Furnished
on August 8, 2023
                                                            File No. 001-39748

       Dear Rajeev Goel:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2022

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Non-GAAP Financial Measures, page 49

   1.                                                   Please describe for us
the compensation arrangements related to the Martin acquisition.
                                                        Tell us how you
determined it is appropriate to exclude such cash compensation from
                                                        your non-GAAP measures,
as it appears to be tied to continued employment of key
                                                        employees. Clarify how
such compensation differs from compensation paid to other
                                                        employees and
management. Refer to Question 100.01 of the non-GAAP C&DIs.
 Rajeev Goel
FirstName LastNameRajeev Goel
PubMatic, Inc.
Comapany 19,
September  NamePubMatic,
               2023       Inc.
September
Page 2    19, 2023 Page 2
FirstName LastName
Form 8-K Furnished on August 8, 2023

Exhibit 99.1, page 1

2.       We note that you present non-GAAP adjusted EBITDA margin without
disclosing the
         most directly comparable GAAP measure. Please revise future filings to
present net
         income (loss) margin with equal or greater prominence. Refer to Item
10(e)(1)(i)(A) of
         Regulation S-K and Question 102.10(a) of the Non-GAAP C&DIs.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

        You may contact Megan Akst, Senior Staff Accountant at 202-551-3407 or
Christine
Dietz, Senior Staff Accountant at 202-551-3408 if you have any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology