Sec Form 4 Filing - Goel Amar K. @ PubMatic, Inc. - 2020-12-11

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 Goel Amar K. 2. Issuer Name and Ticker or Trading Symbol PubMatic, Inc. [ PUBM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, Chief Growth Officer (Last) (First) (Middle) C/O PUBMATIC, INC., 3 LAGOON DRIVE, SUITE 180 3. Date of Earliest Transaction (MM/DD/YY) 12/11/2020 (Street) REDWOOD CITY, CA94065 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 Class A Common Stock 12/11/2020 C 333,350 A $ 0 ( 1 ) 333,350 D Class A Common Stock 12/11/2020 S 333,350 D $ 20 0 D Class A Common Stock 12/11/2020 C 166,650 A $ 0 ( 1 ) 166,650 I See footnote ( 2 ) Class A Common Stock 12/11/2020 S 166,650 D $ 20 0 I See footnote ( 2 )

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 ( 1 ) $ 0 ( 1 ) 12/11/2020 M 143,750 ( 1 ) ( 1 ) Class A Common Stock 143,750 $ 0 ( 1 ) 143,750 D Class B Common Stock $ 0 ( 1 ) 12/11/2020 M 189,600 ( 1 ) ( 1 ) Class A Common Stock 189,600 $ 0 ( 1 ) 333,350 D Class B Common Stock $ 0 ( 1 ) 12/11/2020 C 333,350 ( 1 ) ( 1 ) Class A Common Stock 333,350 $ 0 ( 1 ) 0 D Stock Option (Right to buy Class B Common Stock) $ 2.15 12/11/2020 M 143,750 ( 3 ) 05/21/2027 Class B Common Stock ( 1 ) 143,750 $ 0 ( 1 ) 6,250 D Stock Option (Right to buy Class B Common Stock) $ 3.89 12/11/2020 M 189,600 ( 4 ) 03/13/2028 Class B Common Stock ( 1 ) 189,600 $ 0 ( 1 ) 75,400 D Class B Common Stock $ 0 ( 1 ) 12/11/2020 C 166,650 ( 1 ) ( 1 ) Class A Common Stock 166,650 $ 0 ( 1 ) 1,473,336 I See footnote ( 2 ) Class B Common Stock $ 0 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,000,000 1,000,000 I See footnote ( 5 ) Class B Common Stock $ 0 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,000,000 1,000,000 I See footnote ( 6 ) Class B Common Stock $ 0 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 1,321,304 1,321,304 I See footnote ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goel Amar K. C/O PUBMATIC, INC. 3 LAGOON DRIVE, SUITE 180 REDWOOD CITY, CA94065 X X Chairman, Chief Growth Officer Signatures /s/ Thomas Chow, Attorney-in-Fact 12/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 that occurs after the closing of the Issuer's initial public offering, except for certain permitted transfers. ( 2 )These shares are held by The Birchwood Trust, of which the Reporting Person and his spouse are trustees and beneficiaries. ( 3 )The option vests as to 1/48 of the total shares on March 1, 2017, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. ( 4 )The option vests as to 1/48 of the total shares on February 1, 2018, and 1/48 of the total shares will vest monthly thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. ( 5 )These shares are held by the Marais Irrevocable Trust, of which the Reporting Person's spouse is a beneficiary. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. ( 6 )These shares are held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary. ( 7 )These shares are held by the RAJN Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

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

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