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 CA 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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.

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Andrew Woods, Joe Heuer, Steven
Pantelick and Michael van der Zweep, as long as they are providing services to
PubMatic, Inc. or its related entities (the "Company"), or either of them, the
undersigned's true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
and timely file such forms with the Securities and Exchange Commission and any
stock exchange or similar authority, if required; and

(3)	take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform each and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and revocation,
hereby ratifying and confirming all that each such attorney-in-fact, or each
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to each such
attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless
the Company and each such attorney-in-fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based on
any untrue statement or omission of necessary facts in the information provided
by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 or 5 (including amendments
thereto) and agrees to reimburse the Company and each such attorney-in-fact for
any legal or other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 11th day of April, 2023.

/s/ Paulina Klimenko
Name:  Paulina Klimenko