Feldman Jonathan Form 3 RUBICON PROJECT / Jonathan Feldman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Feldman Jonathan

(Last) (First) (Middle)

C/O THE RUBICON PROJECT, INC.

12181 BLUFF CREEK DRIVE, 4TH FLOOR

(Street)

PLAYA VISTA CA 90094

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2018

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-General Counsel & Secretary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	128,609(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(2)	03/03/2024	Common Stock	30,000	16.22	D

Explanation of Responses:

1. Represents 11,665 shares of common stock and 116,944 restricted stock units. The restricted stock units vest as follows: 3,962 on November 15, 2018; 25,000 on January 15, 2019; 7,263 on May 15, 2019; 40,000 on June 18, 2019; 4,313 on November 15, 2019; 25,000 on January 15, 2020; 3,688 on May 15, 2020; 3,063 on November 15, 2020; 2,313 on May 15, 2021; 1,563 on November 15, 2021; and 779 on May 15, 2022.

2. Fully vested.

Remarks:

	/s/ Jonathan Feldman	06/29/2018
	** 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 5 (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.
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