Sec Form 4 Filing - August Capital Management V, L.L.C. @ PubMatic, Inc. - 2021-08-16

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 *
August Capital Management V, L.L.C.
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)
C/O AUGUST CAPITAL, PMB #456, 660 4TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/16/2021
(Street)
SAN FRANCISCO, CA94017
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 08/16/2021 C( 1 ) 1,500,000 A 1,889,237 I See footnote ( 2 )
Class A common stock 08/17/2021 J( 3 ) 1,500,000 D 389,237 I See footnote ( 2 )
Class A common stock 08/17/2021 J( 3 ) 39,568 A 79,442 D ( 4 )
Class A common stock 08/12/2021 G V 100 D $ 0 13,144 D ( 5 )
Class A common stock 08/17/2021 J( 3 ) 39,568 A 52,712 D ( 5 )
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 ) 08/16/2021 C( 1 ) 1,500,000 ( 1 ) ( 1 ) Class A common stock 1,500,000 $ 0 ( 1 ) 3,673,750 I See footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
August Capital Management V, L.L.C.
C/O AUGUST CAPITAL
PMB #456, 660 4TH STREET
SAN FRANCISCO, CA94017
X
August Capital Strategic Partners V, L.P.
C/O AUGUST CAPITAL
PMB #456, 660 4TH STREET
SAN FRANCISCO, CA94017
X
Hornik David
C/O AUGUST CAPITAL
PMB #456, 660 4TH STREET
SAN FRANCISCO, CA94017
X
Hartenbaum Howard
C/O AUGUST CAPITAL
PMB #456, 660 4TH STREET
SAN FRANCISCO, CA94017
X
Signatures
/s/ Abigail Hipps, Attorney-in-Fact for August Capital entities 08/18/2021
** Signature of Reporting Person Date
/s/ Abigail Hipps, Attorney-in-Fact for David M. Hornik 08/18/2021
** Signature of Reporting Person Date
/s/ Abigail Hipps, Attorney-in-Fact for Howard Hartenbaum 08/18/2021
** 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 securities are held by August Capital V Special Opportunities, L.P. (the "Fund"). August Capital Management V, L.L.C. is the general partner of the Fund (the "August General Partner") and may be deemed to have sole voting power and sole investment power over the shares held by the Fund. Howard Hartenbaum and David M. Hornik are the members of the August General Partner and they, along with W. Eric Carlborg as a voting party with respect to the Issuer's securities, may be deemed to share voting and investment power with respect to the shares held by the Fund.
( 3 )Represents a pro-rata in-kind distribution of Class A common stock to the partners of the Fund and the members and assignees of the August General Partner, and not a purchase or sale, without additional consideration.
( 4 )Shares held directly by David M. Hornik.
( 5 )Shares held directly by Howard Hartenbaum.

Remarks:
This report is one of two reports, each on a separate Form 4, but relating to the same transactions being filed by entities and persons affiliated with August Capital. Each Reporting Person disclaims beneficial ownership of these shares except to the extent of such person's pecuniary interest therein, if any.

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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