Sec Form 4 Filing - NEXUS INDIA CAPITAL I L P @ PubMatic, Inc. - 2021-11-12

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person NEXUS INDIA CAPITAL I 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) 3000 SAND HILL ROAD, BLDG. 1, SUITE 260 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2021 (Street) MENLO PARK, CA94025 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 11/12/2021 C( 1 ) 1,517,326 A 1,517,326 D Class A Common Stock 11/12/2021 J( 1 ) 1,517,326 D 0 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 Class B Common Stock ( 2 ) 11/12/2021 C( 1 ) 1,517,326 ( 2 ) ( 2 ) Class A Common Stock 1,517,326 $ 0( 2 ) 3,107,517 D Class B Common Stock ( 2 ) 11/12/2021 J( 1 )( 3 ) 482,674 ( 2 ) ( 2 ) Class A Common Stock 482,674 $ 0( 2 ) 2,624,843 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NEXUS INDIA CAPITAL I L P 3000 SAND HILL ROAD, BLDG. 1, SUITE 260 MENLO PARK, CA94025 X Nexus India Management I, LP 3000 SAND HILL ROAD, BLDG. 1, SUITE 260 MENLO PARK, CA94025 X Nexus India Master Management I, Ltd 3000 SAND HILL ROAD, BLDG. 1, SUITE 260 MENLO PARK, CA94025 X Signatures Nexus India Capital I, L.P., By: /s/ Thomas Chow, Its: Attorney-in-Fact 11/16/2021 Signature of Reporting Person Date Nexus India Management I, L.P., By: /s/ Thomas Chow, Its: Attorney-in-Fact 11/16/2021 Signature of Reporting Person Date Nexus India Master Management I, Ltd., By: /s/ Thomas Chow, Its: Attorney-in-Fact 11/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata in-kind distribution of Class A common stock and Class B common stock, and not a purchase or sale, without additional consideration to its partners. ( 2 )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, except for certain permitted transfers. ( 3 )Pursuant to the charter documents of the Issuer, the recipients of such distribution were permitted transferees and thus received such distribution in Class B common stock.

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).

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.