SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DRAPER ASSOCIATES L P

(Last) (First) (Middle)
55 EAST 3RD AVENUE

(Street)
SAN MATEO CA 94401

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PubMatic, Inc. [ PUBM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/18/2021 C 283,434 A $0.00 283,434 I By Draper Associates, L.P.(1)
Class A Common Stock 05/17/2021 C 3,290,530 A $0.00 3,290,530 I By Draper Fisher Jurvetson Fund VIII, L.P.(2)
Class A Common Stock 05/17/2021 C 73,123 A $0.00 73,123 I By Draper Fisher Jurvetson Partners VIII, LLC(3)
Class A Common Stock 05/18/2021 C 4,909 A $0.00 4,909 I By Draper Associates Riskmasters Fund II, LLC(5)
Class A Common Stock 05/18/2021 C 4,148 A $0.00 4,148 I By Draper Associates Riskmasters Fund III, LLC(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (4) 05/18/2021 C 283,434 (4) (4) Class A Common Stock 283,434 $0.00 0 I By Draper Associates, L.P.(1)
Class B Common Stock (4) 05/17/2021 C 3,290,530 (4) (4) Class A Common Stock 3,290,530 $0.00 0 I By Draper Fisher Jurvetson Fund VIII, L.P.(2)
Class B Common Stock (4) 05/17/2021 C 73,123 (4) (4) Class A Common Stock 73,123 $0.00 0 I By Draper Fisher Jurvetson Partners VIII, LLC(3)
Class B Common Stock (4) 05/18/2021 C 4,909 (4) (4) Class A Common Stock 4,909 $0.00 0 I By Draper Associates Riskmasters Fund II, LLC(5)
Class B Common Stock (4) 05/18/2021 C 4,148 (4) (4) Class A Common Stock 4,148 $0.00 0 I By Draper Associates Riskmasters Fund III, LLC(6)
1. Name and Address of Reporting Person*
DRAPER ASSOCIATES L P

(Last) (First) (Middle)
55 EAST 3RD AVENUE

(Street)
SAN MATEO CA 94401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Draper Fisher Jurvetson Fund VIII L P

(Last) (First) (Middle)
2882 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DRAPER FISHER JURVETSON PARTNERS VIII LLC

(Last) (First) (Middle)
2882 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Draper Associates Riskmasters Fund II, LLC

(Last) (First) (Middle)
55 EAST 3RD AVENUE

(Street)
SAN MATEO CA 94401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Draper Associates Riskmasters Fund III, LLC

(Last) (First) (Middle)
55 EAST 3RD AVENUE

(Street)
SAN MATEO CA 94401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DRAPER TIMOTHY C

(Last) (First) (Middle)
55 EAST 3RD AVENUE

(Street)
SAN MATEO CA 94401

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Fisher John H N

(Last) (First) (Middle)
2882 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. These shares are held of record by Draper Associates, L.P. ("DALP"). DALP invests lockstep alongside Draper Fisher Jurvetson Fund VIII, L.P ("Fund VIII"). The General Partner of DALP is Draper Management Company, LLC ("DMC"). The Managing Member of DMC is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DALP. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
2. These shares are held of record by Fund VIII. Timothy C. Draper and John H.N. Fisher are Managing Directors of the general partner entities of Fund VIII (Draper Fisher Jurvetson Fund VIII Partners, L.P. and DFJ VIII, Ltd) and as such, they may be deemed to have voting and investment power with respect to such shares. Mr. Draper and Mr. Fisher (and the general partners of Fund VIII) each disclaims beneficial ownership over such securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
3. These shares are held of record by Draper Fisher Jurvetson Partners VIII, LLC ("Fund VIII LLC") which is a side-by-side fund of Fund VIII. Fund VIII LLC invests lockstep alongside Fund VIII. The Managing Members of Fund VIII LLC are Timothy C. Draper and John H.N. Fisher and as such, they may be deemed to have voting and investment power with respect to such shares. Mr. Draper and Mr. Fisher each disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
4. Each outstanding share of Class B Common Stock converted at the option of the Reporting Person into one share of Class A Common Stock.
5. These shares are held of record by Draper Associates Riskmasters Fund II, LLC ("DARF II"). DARF II invests lockstep alongside Fund VIII. The Managing Member of DARF II is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DARF II. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
6. These shares are held of record by Draper Associates Riskmasters Fund III, LLC ("DARF III"). DARF III invests lockstep alongside Fund VIII. The Managing Member of DARF III is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DARF III. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Remarks:
Draper Associates, L.P., By: Draper Management Company, LLC (General Partner, By: /s/ Timothy C. Draper, Name: Timothy C. Draper, Title: Managing Member 05/19/2021
Draper Fisher Jurvetson Fund VIII, L.P., By: Draper Fisher Jurvetson Fund VIII Partners, L.P. (general partner), By: DFJ Fund VIII, Ltd., its general partner, By: /s/ John H. N. Fisher, Name: John H. N. Fisher, Title: Managing Director 05/19/2021
Draper Fisher Jurvetson Partners VIII, LLC, By: /s/ John H. N. Fisher, Name: John H. N. Fisher, Title: Managing Director 05/19/2021
Draper Associates Riskmasters Fund II, LLC, By: /s/ Timothy C. Draper, Name: Timothy C. Draper, Title: Managing Member 05/19/2021
Draper Associates Riskmasters Fund III, LLC, By: /s/ Timothy C. Draper, Name: Timothy C. Draper, Title: Managing Member 05/19/2021
/s/ Timothy C. Draper 05/19/2021
/s/ John H. N. Fisher 05/19/2021
** 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 4 (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).
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