Sec Form 4 Filing - RAIFMAN GREGORY R @ RUBICON PROJECT, INC. - 2015-05-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
RAIFMAN GREGORY R
2. Issuer Name and Ticker or Trading Symbol
RUBICON PROJECT, INC. [ RUBI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
C/O THE RUBICON PROJECT, INC., 12181 BLUFF CREEK DRIVE, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2015
(Street)
LOS ANGELES, CA90094
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 05/15/2015 S( 1 ) 13,289 D $ 17.25 ( 2 ) 272,214 D
Common Stock 05/18/2015 S( 1 ) 26,003 D $ 17.21 ( 3 ) 246,211 D
Common Stock 05/19/2015 A 22,204 ( 4 ) A $ 0 ( 5 ) 268,415 D
Common Stock 05/19/2015 A 54,925 ( 6 ) A $ 0 ( 5 ) 323,340 D
Common Stock 05/19/2015 A 82,388 ( 7 ) ( 8 ) A $ 0 ( 5 ) 405,728 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 16.75 05/19/2015 A 62,585 ( 9 ) 05/19/2025 Common stock 62,585 $ 0 62,585 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RAIFMAN GREGORY R
C/O THE RUBICON PROJECT, INC.
12181 BLUFF CREEK DRIVE, 4TH FLOOR
LOS ANGELES, CA90094
X President
Signatures
/s/ Jonathan Feldman, attorney-in-fact 05/19/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan in order to cover the reporting person's tax liability incurred upon the vesting of the reporting person's restricted shares.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.03 to $17.61, inclusive. The reporting person undertakes to provide to The Rubicon Project, Inc., any security holder of The Rubicon Project, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.69 to $17.77, inclusive.
( 4 )Reflects vesting of shares of performance-based restricted stock issued on October 20, 2014. The shares vested as a result of achievement of superior performance of the Issuer's common stock compared to the NASDAQ Internet Total Return index, as determined by the Compensation Committee of the Issuer's Board of Directors on May 19, 2015.
( 5 )Granted as compensation for services.
( 6 )Represents shares of restricted stock that vest as follows: (a) 17,164 shares on May 15, 2016; (b) 6,866 shares on each November 15 and May 15 thereafter until November 15, 2018; and (c) 3,431 shares on May 15, 2019.
( 7 )Represents shares of restricted stock tied to the Issuer's market price ("Market Stock Awards" or "MSAs"). The MSAs vest upon certification by the Board or Compensation Committee of the Issuer promptly following the Measurement Date for the MSAs, which is the first to occur of (i) April 15, 2018, (ii) the effective date of a Sale Transaction (as defined in the Severance Agreement between the Issuer and the reporting person to include various change in control transactions), or (iii) the date of termination of the reporting person's continuous service as a result of an involuntary termination, death, or disability. On the vesting date, the MSAs will vest with respect to the number of shares of the issuer's common stock, consisting of none, some, or all of the total shares issued, determined as the product obtained by multiplying the Performance Factor times the Target Shares as of the Measurement Date. (Continued in Footnote 8)
( 8 )Initial Target Shares are two-thirds of the total number of MSAs issued, subject to pro-rata reduction for partial time served if the reporting person's continuous service terminates as a result of death, disability, involuntary termination not in connection with a Sale Transaction, or voluntary termination initiated by the reporting person. If the Calculated Quotient is less than 50%, the Performance Factor is zero, resulting in no vesting. If the Calculated Quotient is more than 150%, the Performance Factor is 150%. If the Calculated Quotient is at least 50% but not more than 150%, the Performance Factor is equal to the Calculated Quotient. For this purpose, the "Calculated Quotient" is obtained by dividing the 20-day trailing average closing price for the Issuer's common stock as of the Measurement Date by the 20-day trailing average closing price for the issuer's common stock as of the issuance date.
( 9 )25% of the stock options will vest on February 1, 2016 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter.

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