SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. _____)*
PubMatic, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
74467Q103
(CUSIP Number)
December 31, 2020
(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)
¨ Rule 13d-1(c)
x 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 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 10 Pages
Exhibit Index Contained on Page 9
| CUSIP NO. 74467Q103 | 13 G | Page 2 of 10 |
| 1 | NAME OF REPORTING PERSON August Capital V Special Opportunities, L.P. (“August V SO”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
|
NUMBER OF
|
5 | SOLE VOTING POWER 7,173,750 shares*, except that ACM V, the general partner of August V SO, may be deemed to have sole power to vote these shares, and Howard Hartenbaum (“Hartenbaum”) and David M. Hornik (“Hornik”), the members of ACM V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 7,173,750 shares*, except that ACM V, the general partner of August V SO, may be deemed to have sole power to dispose of these shares, and Hartenbaum and Hornik, the members of ACM V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7,173,750* |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
51.4%* |
| 12 | TYPE OF REPORTING PERSON |
PN |
* Represents 7,173,750 shares of Class B Common Stock held directly by August V SO. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,173,750 shares of Class B Common Stock held by August V SO). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 14.6%.
| CUSIP NO. 74467Q103 | 13 G | Page 3 of 10 |
| 1 | NAME OF REPORTING PERSON August Capital Management V, L.L.C. (“ACM V”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF
|
5 | SOLE
VOTING POWER 7,173,750 shares*, of which all are directly owned by August V SO. ACM V, the general partner of August V SO, may be deemed to have sole power to vote these shares, and Hartenbaum and Hornik, the members of ACM V, may be deemed to have shared power to vote these shares. |
| 6 | SHARED
VOTING POWER See response to row 5. | |
| 7 | SOLE
DISPOSITIVE POWER 7,173,750 shares*, of which all are directly owned by August V SO. ACM V, the general partner of August V SO, may be deemed to have sole power to dispose of these shares, and Hartenbaum and Hornik, the members of ACM V, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED
DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7,173,750* |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
51.4%* |
| 12 | TYPE OF REPORTING PERSON |
OO |
* Represents 7,173,750 shares of Class B Common Stock held directly by August V SO. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,173,750 shares of Class B Common Stock held by August V SO). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 14.6%.
| CUSIP NO. 74467Q103 | 13 G | Page 4 of 10 |
| 1 | NAME OF REPORTING PERSON Howard Hartenbaum (“Hartenbaum”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF
|
5 | SOLE
VOTING POWER 0 shares |
| 6 | SHARED
VOTING POWER 7,173,750 shares*, of which all are directly owned by August V SO. ACM V, the general partner of August V SO, may be deemed to have sole power to vote these shares, and Hartenbaum and Hornik, the members of ACM V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE
DISPOSITIVE POWER 0 shares | |
| 8 | SHARED
DISPOSITIVE POWER 7,173,750 shares*, of which all are directly owned by August V SO. ACM V, the general partner of August V SO, may be deemed to have sole power to dispose of these shares, and Hartenbaum and Hornik, the members of ACM V, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7,173,750* |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
51.4%* |
| 12 | TYPE OF REPORTING PERSON |
IN |
* Represents 7,173,750 shares of Class B Common Stock held directly by August V SO. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,173,750 shares of Class B Common Stock held by August V SO). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 14.6%.
| CUSIP NO. 74467Q103 | 13 G | Page 5 of 10 |
| 1 | NAME OF REPORTING PERSON David M. Hornik (“Hornik”) | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ¨ (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | |
NUMBER OF
|
5 | SOLE
VOTING POWER 0 shares |
| 6 | SHARED
VOTING POWER 7,173,750 shares*, of which all are directly owned by August V SO. ACM V, the general partner of August V SO, may be deemed to have sole power to vote these shares, and Hartenbaum and Hornik, the members of ACM V, may be deemed to have shared power to vote these shares. | |
| 7 | SOLE
DISPOSITIVE POWER 0 shares | |
| 8 | SHARED
DISPOSITIVE POWER 7,173,750 shares*, of which all are directly owned by August V SO. ACM V, the general partner of August V SO, may be deemed to have sole power to dispose of these shares, and Hartenbaum and Hornik, the members of ACM V, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 7,173,750* |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
51.4%* |
| 12 | TYPE OF REPORTING PERSON |
IN |
* Represents 7,173,750 shares of Class B Common Stock held directly by August V SO. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i)(D), the percentage in Row 11 is calculated using the outstanding shares of Class A Common Stock only (assuming conversion of the 7,173,750 shares of Class B Common Stock held by August V SO). If the outstanding number of shares included both Class A Common Stock and Class B Common Stock, this percentage would be 14.6%.
| CUSIP NO. 74467Q103 | 13 G | Page 6 of 10 |
| ITEM 1(A). | NAME OF ISSUER |
PubMatic, Inc.
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
3 Lagoon Drive, Suite 180
Redwood City, CA 94065
| ITEM 2(A). | NAME OF PERSONS
FILING This Statement is filed by August Capital V Special Opportunities, L.P. (“August V SO”), August Capital Management V, L.L.C., a Delaware limited liability company (“ACM V”), and Howard Hartenbaum (“Hartenbaum”) and David M. Hornik (“Hornik”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” |
ACM V, the general partner of August V SO, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by August V SO.
Hartenbaum and Hornik are members of ACM V and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by August V SO.
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each reporting person is:
August Capital
PMB #456
600 4th Street
San Francisco, California 94107
| ITEM 2(C). | CITIZENSHIP |
August V SO is a Delaware limited partnership. ACM V is a Delaware limited liability company. Hartenbaum and Hornik are United States Citizens.
| ITEM 2(D) and (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Class A Common Stock
CUSIP # 74467Q103
| ITEM 3. | Not Applicable. |
| CUSIP NO. 74467Q103 | 13 G | Page 7 of 10 |
| ITEM 4. | OWNERSHIP |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The following information with respect to the ownership of the Class A Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2020 (based on 6,787,500 shares of Class A Common Stock and 42,200,642 shares of Class B Common Stock of the issuer outstanding).
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Under certain circumstances set forth in the limited partnership agreement of August V SO, and the limited liability company agreement of ACM V, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner or member, as the case may be.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
| ITEM 10. | CERTIFICATION |
Not applicable.
| CUSIP NO. 74467Q103 | 13 G | Page 8 of 10 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 16, 2021
| AUGUST CAPITAL V SPECIAL OPPORTUNITIES, L.P., a Delaware Limited Partnership | ||
| AUGUST CAPITAL MANAGEMENT V, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ Abigail Hipps | |
| Abigail Hipps | ||
| Attorney-in-Fact* | ||
| HOWARD HARTENBAUM | ||
| DAVID M. HORNIK | ||
| By: | /s/ Abigail Hipps | |
| Abigail Hipps | ||
| Attorney-in-Fact* | ||
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 74467Q103 | 13 G | Page 9 of 10 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 10 |
| CUSIP NO. 74467Q103 | 13 G | Page 10 of 10 |
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Class A Common Stock of PubMatic, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 16, 2021
| AUGUST CAPITAL V SPECIAL OPPORTUNITIES, L.P., a Delaware Limited Partnership | ||
| AUGUST CAPITAL MANAGEMENT V, L.L.C., a Delaware Limited Liability Company | ||
| By: | /s/ Abigail Hipps | |
| Abigail Hipps | ||
| Attorney-in-Fact* | ||
| HOWARD HARTENBAUM | ||
| DAVID M. HORNIK | ||
| By: | /s/ Abigail Hipps | |
| Abigail Hipps | ||
| Attorney-in-Fact* | ||
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.