Nexus India Master Management I Form 4 PubMatic / INDIA CAPITAL I L P NEXUS 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^*

NEXUS INDIA CAPITAL I L P

(Last) (First) (Middle)

3000 SAND HILL ROAD, BLDG 1, #260

(Street)

MENLO PARK CA 94025

(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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/11/2020		C		1,000,000	A	$0.00(1)	1,000,000	D
Class A Common Stock	12/11/2020		S		1,000,000	D	$20	0	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 (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)	12/11/2020		C		11,624,843		(1)	(1)	Class A Common Stock	11,624,843	$0.00(1)	11,624,843	D
Class B Common Stock	(1)	12/11/2020		C			1,000,000	(1)	(1)	Class A Common Stock	10,624,843	$0.00(1)	10,624,843	D
Series A Preferred Stock	(2)	12/11/2020		C			3,749,055	(2)	(2)	Class B Common Stock(1)	3,749,055	$0.00(2)	0	D
Series B Preferred Stock	(2)	12/11/2020		C			3,779,676	(2)	(2)	Class B Common Stock(1)	3,779,676	$0.00(2)	0	D
Series C Preferred Stock	(2)	12/11/2020		C			3,182,237	(2)	(2)	Class B Common Stock(1)	3,182,237	$0.00(2)	0	D
Series D Preferred Stock	(2)	12/11/2020		C			872,396	(2)	(2)	Class B Common Stock(1)	872,396	$0.00(2)	0	D
Series D Prime Preferred Stock	(2)	12/11/2020		C			41,479	(2)	(2)	Class B Common Stock(1)	41,479	$0.00(2)	0	D

1. Name and Address of Reporting Person^*

NEXUS INDIA CAPITAL I L P

(Last) (First) (Middle)

3000 SAND HILL ROAD, BLDG 1, #260

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nexus India Management I, LP

(Last) (First) (Middle)

3000 SAND HILL ROAD, BLDG 1, #260

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nexus India Master Management I, Ltd

(Last) (First) (Middle)

3000 SAND HILL ROAD, BLDG 1, #260

(Street)

MENLO PARK CA 94025

(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. 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.

Remarks:

	/s/ Nexus India Capital I, L.P. by Thomas Chow, Attorney-in-Fact /s/ Nexus India Management I, L.P. by Thomas Chow, Attorney-in-Fact /s/ Nexus India Master Management I, L.P. by Thomas Chow, Attorney-in-Fact	12/11/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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