Sec Form 4 Filing - Kershaw Thomas @ RUBICON PROJECT, INC. - 2016-11-15

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 Kershaw Thomas 2. Issuer Name and Ticker or Trading Symbol RUBICON PROJECT, INC. [ RUBI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See remarks (Last) (First) (Middle) C/O THE RUBICON PROJECT, INC., 12181 BLUFF CREEK DRIVE, 4TH FL 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2016 (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 11/15/2016 A 125,000 ( 1 ) A $ 0 ( 2 ) 125,000 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) $ 7.72 11/15/2016 A 50,000 ( 3 ) 11/15/2026 Common Stock 0 $ 0 ( 2 ) 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kershaw Thomas C/O THE RUBICON PROJECT, INC. 12181 BLUFF CREEK DRIVE, 4TH FL LOS ANGELES, CA90094 See remarks Signatures /s/ Jonathan Feldman, attorney-in-fact 11/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units that vest as follows: 31,250 RSUs on November 15, 2017 and 15,625 RSUs on each May 15 and November 15 thereafter until November 15, 2020. ( 2 )Granted as compensation for services. ( 3 )The option, representing a right to purchase a total of 50,000 shares, becomes exercisable with respect to 25% of the grant on October 3, 2017 and becomes exercisable with respect to the remainder in 36 equal installments each calendar month thereafter.

Remarks: Chief Product and Engineering Officer

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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