Sec Form 4 Filing - Saltz Aaron @ RUBICON PROJECT, INC. - 2020-04-01

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 Saltz Aaron 2. Issuer Name and Ticker or Trading Symbol RUBICON PROJECT, INC. [ RUBI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel & Secy (Last) (First) (Middle) C/O THE RUBICON PROJECT, INC., 12181 BLUFF CREEK DRIVE, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/01/2020 (Street) LOS ANGELES, CA90094 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 Common Stock 04/01/2020 A( 1 ) 241,532 ( 1 ) A 241,532 ( 2 ) D Common Stock 04/01/2020 A 41,065 ( 3 ) A $ 0 ( 3 ) 282,597 D Common Stock 04/01/2020 A 73,330 ( 4 ) A $ 0 ( 4 ) 355,927 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 Stock Option (Right to Buy) $ 5.46 04/01/2020 A 28,852 ( 5 ) 03/05/2023 Common Stock 28,852 $ 0 28,852 D Stock Option (Right to Buy) $ 7.74 04/01/2020 A 5,410 ( 5 ) 07/31/2023 Common Stock 5,410 $ 0 5,410 D Stock Option (Right to Buy) $ 3.61 04/01/2020 A 56,137 ( 6 ) 02/27/2028 Common Stock 56,137 $ 0 56,137 D Stock Option (Right to Buy) $ 5.16 04/01/2020 A 27,447 ( 7 ) 02/28/2029 Common Stock 27,447 $ 0 27,447 D Stock Option (Right to Buy) $ 5.28 04/01/2020 A 30,876 ( 8 ) 04/01/2030 Common Stock 30,876 $ 0 30,876 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Saltz Aaron C/O THE RUBICON PROJECT, INC. 12181 BLUFF CREEK DRIVE, 4TH FLOOR LOS ANGELES, CA90094 General Counsel & Secy Signatures /s/ Aaron Saltz 04/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received on April 1, 2020, the effective date (the "Effective Date") of the merger between the Issuer and Telaria, Inc. ("Telaria"), pursuant to that certain Agreement and Plan of Merger, dated as of December 19, 2019. At the closing of the merger, Telaria common stock and restricted stock units were converted to Issuer common stock and Issuer restricted stock units at an exchange ratio of 1.082. ( 2 )Includes (i) 27,050 shares underlying restricted stock units (the "RSUs"), which will vest on February 14, 2021; (ii) 13,871 shares underlying RSUs, which will vest 50% on February 14, 2021 and 50% on February 14, 2022; and (iii) 31,266 shares underlying RSUs, which will vest in three equal installments on each of February 14, 2021, February 14, 2022 and February 14, 2023, in each case, subject to continued service as of such vesting date. ( 3 )Grant to the Reporting Person of an RSU. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The shares underlying the RSU will vest as to (i) 11,122 shares on May 15, 2021, (ii) 2,566 shares on each February 15, May 15, August 15 and November 15 thereafter until February 15, 2024 and (iii) 1,717 shares on May 15, 2024, provided the Reporting Person continues to provide services to the Issuer on each such vesting date. ( 4 )Grant to the Reporting Person of an RSU. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The shares underlying the RSU will vest as to 50% on April 1, 2021 and 50% on April 1, 2022, provided the Reporting Person continues to provide services to the Issuer on each such vesting date. ( 5 )Immediately exercisable. ( 6 )25% of the total number of shares underlying this option vested on February 14, 2019 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. ( 7 )25% of the total number of shares underlying this option vested on February 14, 2020 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. ( 8 )25% of the total number of shares underlying this option will vest on April 1, 2021 and the remaining shares vest 1/36 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date.

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