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. 1)*
PubMatic, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
74467Q103
(CUSIP Number)
December 31, 2021
(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) |
| ☒ | 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)
| CUSIP No. 74467Q103 | 13G | Page 2 of 5 |
| 1 |
NAME OF REPORTING PERSON
Nexus India Capital I, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares. | ||||
| 6 | SHARED VOTING POWER
0 shares. | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares. | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares. | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0% | |||||
| 12 | TYPE OF REPORTING PERSON
FI | |||||
| CUSIP NO. 74467Q103 | 13G | Page 3 of 5 |
| 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 Nexus India Capital I, L.P. (the “Reporting Person”).
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for the Reporting Person is:
3000 Sand Hill Road, Bldg. 1, #260
Menlo Park, CA 94025
| ITEM 2(C). | CITIZENSHIP |
Cayman Islands
ITEM 2(D) and (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
Class A Common Stock
CUSIP # 74467Q103
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
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, 2021.
| CUSIP NO. 74467Q103 | 13G | Page 4 of 5 |
| (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 |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of 5 percent of the class of securities, check the following [X].
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable.
| 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 5 of 5 |
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 14, 2022
| NEXUS INDIA CAPITAL I, L.P. | ||
| By: Nexus India Management II, L.P. | ||
| Its: General Partner | ||
| By: Nexus Venture Management Holdings, LLC | ||
| Its: General Partner | ||
| By: | /s/ Jishnu Bhattacharjee | |
| Jishnu Bhattacharjee | ||
| Its: | Managing Member | |