Sec Form 4 Filing - DRAPER ASSOCIATES L P @ PubMatic, Inc. - 2021-05-28

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) 05/28/2021 (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 05/28/2021 J( 4 ) 283,434 ( 4 ) A ( 4 ) 283,434 ( 4 ) I By Draper Associates, L.P. ( 1 ) Class A Common Stock 05/28/2021 J( 5 ) 3,290,530 D 0 I By Draper Fisher Jurvetson Fund VIII, L.P. ( 2 ) Class A Common Stock 05/28/2021 J( 6 ) 252,318 A 252,318 I By Draper Fisher Jurvetson Fund VIII Partners, L.P. ( 2 ) Class A Common Stock 05/28/2021 J( 5 ) 252,318 D 0 I By Draper Fisher Jurvetson Fund VIII Partners, L.P. ( 2 ) Class A Common Stock 05/28/2021 J( 6 ) 252,318 A 252,318 I By DFJ Fund VIII, Ltd. ( 2 ) Class A Common Stock 05/28/2021 J( 5 ) 252,318 D 0 I By DFJ Fund VIII, Ltd. ( 2 ) Class A Common Stock 05/28/2021 J( 7 ) 73,123 D 0 I By Draper Fisher Jurvetson Partners VIII, LLC ( 3 ) Class A Common Stock 05/28/2021 J( 10 ) 4,909 ( 10 ) A ( 10 ) 4,909 ( 10 ) I By Draper Associates Riskmasters Fund II, LLC ( 8 ) Class A Common Stock 05/28/2021 J( 10 ) 4,148 ( 10 ) A ( 10 ) 4,148 ( 10 ) I By Draper Associates Riskmasters Fund III, LLC ( 9 ) Class A Common Stock 05/28/2021 J( 13 ) 348,579 A 348,579 ( 13 ) I Timothy C. Draper ( 11 ) Class A Common Stock 05/28/2021 J( 14 ) 76,758 A 76,758 ( 14 ) I John H. N. Fisher ( 12 )

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

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 Fund VIII Partners, L.P. 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA94025 X DFJ Fund VIII, Ltd. 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 06/02/2021 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 06/02/2021 Signature of Reporting Person Date Draper Fisher Jurvetson Fund VIII Partners, L.P., By: DFJ Fund VIII, Ltd., its general partner, By: /s/ John H. N. Fisher, Name: John H. N. Fisher, Title: Managing Director 06/02/2021 Signature of Reporting Person Date DFJ Fund VIII, Ltd., By: /s/ John H. N. Fisher, Name: John H. N. Fisher, Title: Managing Director 06/02 /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 Member 06/02/2021 Signature of Reporting Person Date Draper Associates Riskmasters Fund II, LLC, By: /s/ Timothy C. Draper, Name: Timothy C. Draper, Title: Managing Member 06/02/2021 Signature of Reporting Person Date Draper Associates Riskmasters Fund III, LLC, By: /s/ Timothy C. Draper, Name: Timothy C. Draper, Title: Managing Member 06/02/2021 Signature of Reporting Person Date /s/ Timothy C. Draper 06/02/2021 Signature of Reporting Person Date /s/ John H. N. Fisher 06/02/2021 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. ("Fund VIII Partners") and DFJ VIII, Ltd ("Fund 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 )Represents Class A Common Stock of the Issuer held by DALP. ( 5 )Represents a pro rata in-kind distribution of Class A Common Stock of the Issuer by Fund VIII to its partners or members (including its general partner Fund VIII Partners and Fund VIII Ltd, the general partner of Fund VIII Partners) and includes the subsequent pro rata in-kind distribution by Fund VIII Partners and Fund VIII Ltd. to its respective partners. ( 6 )Represents receipt of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distribution by Fund VIII and the general partner of Fund VIII. ( 7 )Represents a pro rata in-kind distribution of Class A Common Stock of the Issuer by Draper Fisher Jurvetson Partners VIII, LLC ("Fund VIII LLC") to its members. ( 8 )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. ( 9 )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. ( 10 )Represents Class A Common Stock of the Issuer held by DARF II and DARF III. ( 11 )These shares are held of record by the Timothy C. Draper Living Trust, of which Mr. Draper is a co-trustee. Mr. Draper, a United States citizen is a managing director of Fund VIII, a managing member of Fund VIII LLC, a managing member of the general partner of DALP, a managing member of DARF II and a managing member of DARF III. ( 12 )These shares are held of record by the John Fisher and Jennifer Caldwell Living Trust of which Mr. Fisher is a co-trustee. Mr. Fisher, a United States citizen is a managing director of Fund VIII and a managing member of Fund VIII LLC. ( 13 )Represents receipt of 56,088 Class A Common Stock of the Issuer by virtue of the pro rata in-kind distribution by Fund VIII and the general partner entities of Fund VIII and Fund VIII LLC, and by Fund VIII LLC. Also includes 283,434 shares held by DALP, 4,909 shares held by DARF II and 4,148 shares held by DARF III. See footnotes (1), (8) and (9). ( 14 )Represents 76,758 of Class A Common Stock of the Issuer by virtue of the pro rata in-kind distribution by Fund VIII and the general partner entities of Fund VIII and Fund VIII LLC, and by Fund VIII LLC.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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