Sumant Mandal Form 4 RUBICON PROJECT / Sumant Mandal 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^*

Mandal Sumant

(Last) (First) (Middle)

725 ARIZONA AVENUE

SUITE 304

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RUBICON PROJECT, INC. [ RUBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2015

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

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

X	Form filed by One Reporting Person
	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
Common Stock	10/27/2015		J(1)		980	D	$16.53(2)	28,985(3)	D
Common Stock								4,082,386(4)	I	See Footnote(4)

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

Explanation of Responses:

1. On October 27, 2015, the reporting person transferred a total of 980 shares of Common Stock of the Issuer (the "Shares") to certain lenders in connection with the repayment of outstanding loans.

2. Reflects the closing sale price of the Shares on October 27, 2015, as reported by the New York Stock Exchange.

3. Reflects (i) 576 Shares received by the reporting person on October 27, 2015 in connection with pro rata distributions-in-kind of Shares for no consideration, (ii) 2,240 Shares directly beneficially owned by the reporting person and (iii) 26,169 Shares received by the reporting person in the form of restricted stock awards in connection with his service as a director of the issuer. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 of the Securities Exchange Act of 1934, as amended.

4. Represents (i) 4,010,692 Shares directly beneficially owned by Clearstone Venture Partners III-A, L.P., a Delaware limited partnership ("CVP III-A") and 71,695 Shares directly beneficially owned by Clearstone Venture Partners III-B, a Delaware multiple series limited liability company ("CVP III-B" and, together with CVP III-A, the "Funds"). Clearstone Venture Management III, LLC, a Delaware limited liability company ("CVM III") is the general partner and managing member of CVP III-A and CVP III-B, respectively. The reporting person is a managing director of CVM III and a member of CVP III-B. The reporting person disclaims beneficial ownership of the Shares held by the Funds, except to the extent of his pecuniary interest therein, if any, and the inclusion of these Shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.

	Sumant Mandal	10/28/2015
	** 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).
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