Sec Form 4 Filing - DRAPER ASSOCIATES L P @ PubMatic, Inc. - 2021-05-17

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
DRAPER ASSOCIATES L P
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)
(Last) (First) (Middle)
55 EAST 3RD AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/17/2021
(Street)
SAN MATEO, CA94401
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 05/18/2021 C 283,434 A $ 0 283,434 I By Draper Associates, L.P. ( 1 )
Class A Common Stock 05/17/2021 C 3,290,530 A $ 0 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 73,123 I By Draper Fisher Jurvetson Partners VIII, LLC ( 3 )
Class A Common Stock 05/18/2021 C 4,909 A $ 0 4,909 I By Draper Associates Riskmasters Fund II, LLC ( 5 )
Class A Common Stock 05/18/2021 C 4,148 A $ 0 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 (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
Class B Common Stock ( 4 ) 05/18/2021 C 283,434 ( 4 ) ( 4 ) Class A Common Stock 283,434 $ 0 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 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 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 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 0 I By Draper Associates Riskmasters Fund III, LLC ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DRAPER ASSOCIATES L P
55 EAST 3RD AVENUE
SAN MATEO, CA94401
X
Draper Fisher Jurvetson Fund VIII L P
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA94025
X
DRAPER FISHER JURVETSON PARTNERS VIII LLC
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA94025
X
Draper Associates Riskmasters Fund II, LLC
55 EAST 3RD AVENUE
SAN MATEO, CA94401
X
Draper Associates Riskmasters Fund III, LLC
55 EAST 3RD AVENUE
SAN MATEO, CA94401
X
DRAPER TIMOTHY C
55 EAST 3RD AVENUE
SAN MATEO, CA94401
X
Fisher John H N
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA94025
X
Signatures
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
Signature of Reporting Person Date
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
Signature of Reporting Person Date
Draper Fisher Jurvetson Partners VIII, LLC, By: /s/ John H. N. Fisher, Name: John H. N. Fisher, Title: Managing Director 05/19/2021
Signature of Reporting Person Date
Draper Associates Riskmasters Fund II, LLC, By: /s/ Timothy C. Draper, Name: Timothy C. Draper, Titl e: Managing Member 05/19/2021
Signature of Reporting Person Date
Draper Associates Riskmasters Fund III, LLC, By: /s/ Timothy C. Draper, Name: Timothy C. Draper, Title: Managing Member 05/19/2021
Signature of Reporting Person Date
/s/ Timothy C. Draper 05/19/2021
Signature of Reporting Person Date
/s/ John H. N. Fisher 05/19/2021
Signature of Reporting Person Date
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.

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