John H N Fisher Form 4 PubMatic / ASSOCIATES L P DRAPER ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DRAPER ASSOCIATES L P

(Last)

(First)

(Middle)

55 EAST 3RD AVENUE

(Street)

SAN MATEO

94401

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/11/2020		S		37,895	D	$20	0	I	By Draper Associates, L.P.⁽¹⁾
Class A Common Stock	12/11/2020		C		37,895	A	$0	37,895	I	By Draper Associates, L.P.⁽¹⁾
Class A Common Stock	12/11/2020		C		426,316	A	$0	426,316	I	By Draper Fisher Jurvetson Fund VIII, L.P.⁽²⁾
Class A Common Stock	12/11/2020		S		426,316	D	$20	0	I	By Draper Fisher Jurvetson Fund VIII, L.P.⁽²⁾
Class A Common Stock	12/11/2020		C		9,474	A	$0	9,474	I	By Draper Fisher Jurvetson Partners VIII, LLC⁽³⁾
Class A Common Stock	12/11/2020		S		9,474	D	$20	0	I	By Draper Fisher Jurvetson Partners VIII, LLC⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾	12/11/2020		C		37,895		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	37,895	$0	283,434	I	By Draper Associates, L.P.⁽¹⁾
Series A Preferred Stock	⁽⁵⁾	12/11/2020		C			112,472	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	112,472	$0	0	I	By Draper Associates, L.P.⁽¹⁾
Series B Preferred Stock	⁽⁵⁾	12/11/2020		C			113,390	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	113,390	$0	0	I	By Draper Associates, L.P.⁽¹⁾
Series C Preferred Stock	⁽⁵⁾	12/11/2020		C			95,467	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	95,467	$0	0	I	By Draper Associates, L.P.⁽¹⁾
Class B Common Stock	⁽⁴⁾	12/11/2020		C		426,316		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	426,316	$0	3,290,530	I	By Draper Fisher Jurvetson Fund VIII, L.P.⁽²⁾
Series D Preferred Stock	⁽⁵⁾	12/11/2020		C			4,909	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	4,909	$0	0	I	By Draper Associates Riskmasters Fund II, LLC⁽⁶⁾
Series D Prime Preferred Stock	⁽⁵⁾	12/11/2020		C			4,148	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	4,148	$0	0	I	By Draper Associates Riskmasters Fund III, LLC⁽⁷⁾
Series A Preferred Stock	⁽⁵⁾	12/11/2020		C			1,265,306	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	1,265,306	$0	0	I	By Draper Fisher Jurvetson Fund VIII, L.P.⁽²⁾
Series B Preferred Stock	⁽⁵⁾	12/11/2020		C			1,275,640	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	1,275,640	$0	0	I	By Draper Fisher Jurvetson Fund VIII, L.P.⁽²⁾
Series C Preferred Stock	⁽⁵⁾	12/11/2020		C			1,074,005	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	1,074,005	$0	0	I	By Draper Fisher Jurvetson Fund VIII, L.P.⁽²⁾
Series D Prime Preferred Stock	⁽⁵⁾	12/11/2020		C			46,664	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	46,664	$0	0	I	By Draper Fisher Jurvetson Fund VIII, L.P.⁽²⁾
Series D Preferred Stock	⁽⁵⁾	12/11/2020		C			55,231	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	55,231	$0	0	I	By Draper Fisher Jurvetson Fund VIII, L.P.⁽²⁾
Class B Common Stock	⁽⁵⁾	12/11/2020		C		9,474		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	9,474	$0	73,123	I	By Draper Fisher Jurvetson Partners VIII, LLC⁽³⁾
Series A Preferred Stock	⁽⁵⁾	12/11/2020		C			28,118	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	28,118	$0	0	I	By Draper Fisher Jurvetson Partners VIII, LLC⁽³⁾
Series B Preferred Stock	⁽⁵⁾	12/11/2020		C			28,348	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	28,348	$0	0	I	By Draper Fisher Jurvetson Partners VIII, LLC⁽³⁾
Series C Preferred Stock	⁽⁵⁾	12/11/2020		C			23,867	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	23,867	$0	0	I	By Draper Fisher Jurvetson Partners VIII, LLC⁽³⁾
Series D Prime Preferred Stock	⁽⁵⁾	12/11/2020		C			1,037	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	1,037	$0	0	I	By Draper Fisher Jurvetson Partners VIII, LLC⁽³⁾
Series D Preferred Stock	⁽⁵⁾	12/11/2020		C			1,227	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	1,227	$0	0	I	By Draper Fisher Jurvetson Partners VIII, LLC⁽³⁾

1. Name and Address of Reporting Person^*

DRAPER ASSOCIATES L P

(Last)

(First)

(Middle)

55 EAST 3RD AVENUE

(Street)

SAN MATEO

94401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DRAPER FISHER JURVETSON PARTNERS VIII LLC

(Last)

(First)

(Middle)

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Draper Fisher Jurvetson Fund VIII L P

(Last)

(First)

(Middle)

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Draper Associates Riskmasters Fund II, LLC

(Last)

(First)

(Middle)

55 EAST 3RD AVENUE

(Street)

SAN MATEO

94401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Draper Associates Riskmasters Fund III, LLC

(Last)

(First)

(Middle)

55 EAST 3RD AVENUE

(Street)

SAN MATEO

94401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DRAPER TIMOTHY C

(Last)

(First)

(Middle)

C/O DFJ

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Fisher John H N

(Last)

(First)

(Middle)

C/O DFJ

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares are held of record by Draper Associates, L.P. ("DALP"). DALP invests lockstep alongside Draper Fisher Jurvetson Fund VIII, L.P ("Fund VIII"). The General Partner of DALP is Draper Management Company, LLC ("DMC"). The Managing Member of DMC is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DALP. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

2. These shares are held of record by Fund VIII. Timothy C. Draper and John H.N. Fisher are Managing Directors of the general partner entities of Fund VIII that directly hold shares and as such, they may be deemed to have voting and investment power with respect to such shares. Mr. Draper and Mr. Fisher each disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. These shares are held of record by Draper Fisher Jurvetson Partners VIII, LLC ("Partners VIII"). Partners VIII invests lockstep alongside Fund VIII. The Managing Members of Partners VIII are Timothy C. Draper and John H.N. Fisher and as such, they may be deemed to have voting and investment power with respect to such shares. Mr. Draper and Mr. Fisher each disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. After closing of the Issuer's initial public offering, each outstanding share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock.

5. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D Prime Preferred Stock automatically converted into one share of Class B common stock immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D Prime Preferred Stock have no expiration date.

6. These shares are held of record by Draper Associates Riskmasters Fund II, LLC ("DARF II"). DARF II invests lockstep alongside Fund VIII. The Managing Member of DARF II is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DARF II. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

7. These shares are held of record by Draper Associates Riskmasters Fund III, LLC ("DARF III"). DARF III invests lockstep alongside Fund VIII. The Managing Member of DARF III is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DARF III. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	Draper Associates, L.P. By: Draper Management Company, LLC (General Partner) By: /s/ Timothy C. Draper Name: Timothy C. Draper Title: Managing Member	02/10/2021
	Draper Fisher Jurvetson Fund VIII, L.P. By: Draper Fisher Jurvetson Fund VIII Partners, L.P. (general partner) By: DFJ Fund VIII, Ltd., its general partner By: /s/ John H.N. Fisher Name: John H. N. Fisher Title: Managing Director	02/10/2021
	Draper Fisher Jurvetson Partners VIII, LLC By: /s/ John H.N. Fisher Name: John H.N. Fisher Title: Managing Member	02/10/2021
	Draper Associates Riskmasters Fund II, LLC By: /s/ Timothy C. Draper Name: Timothy C. Draper Title: Managing Member	02/10/2021
	Draper Associates Riskmasters Fund III, LLC By: /s/ Timothy C. Draper Name: Timothy C. Draper Title: Managing Member	02/10/2021
	/s/ Timothy C. Draper Timothy C. Draper	02/10/2021
	/s/ John H.N. Fisher John H.N. Fisher	02/10/2021
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

John H N Fisher Form 4PubMatic / ASSOCIATES L P DRAPER ownership change