August Capital Strategic Partners V Form 4 PubMatic / David Hornik 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

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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^*

August Capital Management V, L.L.C.

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 660 4TH STREET

(Street)

SAN FRANCISCO CA 94017

(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)
08/16/2021

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)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	08/16/2021		C(1)		1,500,000	A	(1)	1,889,237	I	See footnote(2)
Class A common stock	08/17/2021		J(3)		1,500,000	D	(3)	389,237	I	See footnote(2)
Class A common stock	08/17/2021		J(3)		39,568	A	(3)	79,442	D(4)
Class A common stock	08/12/2021		G	V	100	D	$0.00	13,144	D(5)
Class A common stock	08/17/2021		J(3)		39,568	A	(3)	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 (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)
				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	$0.00(1)	3,673,750	I	See footnote(2)

1. Name and Address of Reporting Person^*

August Capital Management V, L.L.C.

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 660 4TH STREET

(Street)

SAN FRANCISCO CA 94017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

August Capital Strategic Partners V, L.P.

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 660 4TH STREET

(Street)

SAN FRANCISCO CA 94017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hornik David

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 660 4TH STREET

(Street)

SAN FRANCISCO CA 94017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hartenbaum Howard

(Last) (First) (Middle)

C/O AUGUST CAPITAL

PMB #456, 660 4TH STREET

(Street)

SAN FRANCISCO CA 94017

(City) (State) (Zip)

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.

	/s/ Abigail Hipps, Attorney-in-Fact for August Capital entities	08/18/2021
	/s/ Abigail Hipps, Attorney-in-Fact for David M. Hornik	08/18/2021
	/s/ Abigail Hipps, Attorney-in-Fact for Howard Hartenbaum	08/18/2021
	** Signature of Reporting Person	Date
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