Sec Form 4/A Filing - Daimler Susan @ PubMatic, Inc. - 2022-06-01

FORM 4/A 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 Daimler Susan 2. Issuer Name and Ticker or Trading Symbol PubMatic, Inc. [ PUBM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PUBMATIC, INC., 601 MARSHALL STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2022 (Street) REDWOOD CITY, CA94063 4. If Amendment, Date Original Filed (MM/DD/YY) 06/03/2022 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

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 Restricted Stock Units ( 1 ) 06/01/2022 A 9,062 ( 2 ) ( 3 ) Class A Common Stock 9,062 $ 0 9,062 D Restricted Stock Units( 4 ) ( 1 ) 06/01/2022 A 2,865 ( 5 ) ( 3 ) Class A Common Stock 2,865 $ 0 2,865 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Daimler Susan C/O PUBMATIC, INC. 601 MARSHALL STREET REDWOOD CITY, CA94063 X Signatures /s/ Andrew Woods, Attorney-in-Fact 12/29/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class A Common Stock upon settlement. ( 2 )The RSUs vest in full on the earliest to occur of (a) the first anniversary of the grant date, (b) immediately prior to the Issuer's next annual meeting of stockholders, (c) the Reporting Person's death or disability, and (d) a change in control of the Issuer. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) the third anniversary of the grant date, (ii) the Reporting Person's death or disability, (iii) a change in control of the Issuer, and (iv) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs. ( 3 )RSUs do not expire; they either vest are are cancelled prior to vesting date. ( 4 )Represents RSUs payable in lieu of annual cash fees for Board of Directors and committee service pursuant to the Reporting Person's election under the Issuer's non-employee director compensation policy. ( 5 )The RSUs will be fully vested on December 31, 2022. The Reporting Person has elected to defer settlement of the RSUs until the earliest to occur of (i) a change in control of the Issuer and (iii) the Reporting Person's separation of service from the Issuer. Shares of the Issuer's Class A Common Stock will be delivered to the Reporting Person upon settlement of the RSUs.

Remarks: This amendment to Form 4 includes a grant of RSUs in lieu of annual cash compensation for service on the Issuer's Board of Directors and amends and restates the Form 4 filed on June 3, 2022 in its entirety.

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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