Sec Form 4 Filing - Goel Rajeev K. @ PubMatic, Inc. - 2024-02-27

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 Rajeev 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) CHIEF EXECUTIVE OFFICER (Last) (First) (Middle) C/O PUBMATIC, INC., 601 MARSHALL STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2024 (Street) REDWOOD CITY, CA94063 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 02/27/2024 C 93,270 A $ 0 ( 1 ) 93,270 ( 2 ) I See footnote ( 3 ) Class A Common Stock 02/27/2024 S( 4 ) 64,257 D $ 20.4431 ( 5 ) 41,843 ( 6 ) I See footnote ( 3 ) Class A Common Stock 02/27/2024 S( 4 ) 34,343 D $ 21.1878 ( 7 ) 7,500 I See footnote ( 3 )

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 Stock Option (Right to buy Class B Common Stock) $ 1.11 02/27/2024 M 93,270 ( 8 ) 07/07/2026 Class B Common Stock 93,270 $ 0 637,475 D Class B Common Stock ( 1 ) 02/27/2024 M 93,270 ( 1 ) ( 1 ) Class A Common Stock 93,270 $ 0 304,254 D Class B Common Stock ( 1 ) 02/27/2024 C 93,270 ( 1 ) ( 1 ) Class A Common Stock 93,270 $ 0 210,984 D Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 500,284 500,284 I See footnote ( 3 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 581,260 581,260 I See footnote ( 9 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 40,000 400,000 I See footnote ( 10 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 68,616 68,616 I See footnote ( 11 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 308,775 308,775 I See footnote ( 12 ) Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 308,775 308,775 I See footnote ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goel Rajeev K. C/O PUBMATIC, INC. 601 MARSHALL STREET REDWOOD CITY, CA94063 X X CHIEF EXECUTIVE OFFICER Signatures /s/ Andrew Woods, Attorney-in-Fact 02/28/2024 Signature of Reporting Pers on 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 )Reflects the transfer of 93,270 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust upon conversion. ( 3 )These securities are held by The Goel Family Trust, of which the Reporting Person and his spouse are beneficiaries. ( 4 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 1, 2023. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.995, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. ( 6 )Reflects the transfer of 12,830 shares of Class A Common Stock by the Reporting Person to the Goel Family Trust. ( 7 )Represents the weighted average sale price. The lowest price at which shares were sold was $21.00 and the highest price at which shares were sold was $21.53. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein. ( 8 )The options are fully vested. ( 9 )These securities are held by the Reporting Person, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act. ( 10 )These securities are held by The Goel Heritage 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. ( 11 )These securities are held by The Goel Family Gift Trust, of which family members and certain other individuals 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. ( 12 )These securities are held by a trust for the benefit of the Reporting Person's child. 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.

Remarks: Forms 4 filed between May 17, 2023 and January 5, 2024 (the "Forms 4") inadvertently reflected the conversion of an aggregate of 66,771 shares of Class B common stock to Class A common stock in connection with various transactions reported in the Forms 4. An aggregate of 66,771 shares of Class A common stock were transferred by the Reporting Person to the Goel Family Trust in connection with various transactions reported in the Forms 4, and no conversions of Class B common stock to Class A common stock were effected.

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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