Nexus India Management I Form 3 PubMatic / INDIA CAPITAL I L P NEXUS 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^*

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. Date of Event Requiring Statement (Month/Day/Year)
12/08/2020

3. Issuer Name and Ticker or Trading Symbol
PubMatic, Inc. [ PUBM ]

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

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

5. 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 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)

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
Series A Preferred Stock	(1)	(1)	Class B Common Stock(2)	3,749,055	(1)	D(3)
Series B Preferred Stock	(1)	(1)	Class B Common Stock(2)	3,779,676	(1)	D(3)
Series C Preferred Stock	(1)	(1)	Class B Common Stock(2)	3,182,237	(1)	D(3)
Series D Preferred Stock	(1)	(1)	Class B Common Stock(2)	872,396	(1)	D(3)
Series D Prime Preferred Stock	(1)	(1)	Class B Common Stock(2)	41,479	(1)	D(3)

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 Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D Prime Preferred Stock will automatically convert 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.

2. 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.

3. These securities are held by Nexus India Capital I, L.P. (Nexus Capital). The sole general partner of Nexus Capital is Nexus India Management I, L.P. (Nexus Management), and the sole general partner of Nexus Management is Nexus India Master Management I, Ltd. (Nexus Master). Narendra Gupta, a member of the Issuer's board of directors, holds sole voting, and investment power in Nexus Master, and thus may be deemed to hold sole voting and investment power over these shares.

Remarks:

	/s/ Nexus India Capital I, L.P. by Thomas Chow, Attorney-in-Fact	12/09/2020
	/s/ Nexus India Management I, L.P. by Thomas Chow, Attorney-in-Fact	12/09/2020
	/s/ Nexus India Master Management I, L.P. by Thomas Chow, Attorney-in-Fact	12/09/2020
	** Signature of Reporting Person	Date
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