Sec Form 3 Filing - DRAPER FISHER JURVETSON PARTNERS VIII LLC @ PubMatic, Inc. - 2020-12-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person DRAPER FISHER JURVETSON PARTNERS VIII LLC 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) (Last) (First) (Middle) 2882 SAND HILL ROAD, SUITE 150, 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2020 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 112,472 I By Draper Associates, L.P. ( 3 ) Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 113,390 I By Draper Associates, L.P. ( 3 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 95,467 I By Draper Associates, L.P. ( 3 ) Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 1,265,306 I By Draper Fisher Jurvetson Fund VIII, L.P. ( 4 ) Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 1,275,640 I By Draper Fisher Jurvetson Fund VIII, L.P. ( 4 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 1,074,005 I By Draper Fisher Jurvetson Fund VIII, L.P. ( 4 ) Series D Prime Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 46,664 I By Draper Fisher Jurvetson Fund VIII, L.P. ( 4 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 55,231 I By Draper Fisher Jurvetson Fund VIII, L.P. ( 4 ) Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 28,118 I By Draper Fisher Jurvetson Partners VIII, LLC ( 5 ) Series B Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 28,348 I By Draper Fisher Jurvetson Partners VIII, LLC ( 5 ) Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 23,867 I By Draper Fisher Jurvetson Partners VIII, LLC ( 5 ) Series D Prime Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 1,037 I By Draper Fisher Jurvetson Partners VIII, LLC ( 5 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 1,227 I By Draper Fisher Jurvetson Partners VIII, LLC ( 5 ) Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 4,909 I By Draper Associates Riskmasters Fund II, LLC ( 6 ) Series D Prime Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 4,148 I By Draper Associates Riskmasters Fund III, LLC ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DRAPER FISHER JURVETSON PARTNERS VIII LLC 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA94025 X Draper Associates Riskmasters Fund II, LLC 55 EAST 3RD AVENUE SAN MATEO, CA94401 X Draper Associates Riskmasters Fund III, LLC 55 EAST 3RD AVENUE SAN MATEO, CA94401 X DRAPER ASSOCIATES L P 55 EAST 3RD AVENUE SAN MATEO, CA94401 X Draper Fisher Jurvetson Fund VIII L P 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA94025 X Fisher John H N C/O DFJ 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA94025 X DRAPER TIMOTHY C C/O DFJ 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA94025 X Signatures Draper Fisher Jurvetson Partners VIII, LLCBy: /s/ John H.N. FisherName: John H.N. FisherTitle: Managing Member 02/10/2021 Signature of Reporting Person Date Draper Associates Riskmasters Fund II, LLCBy: /s/ Timothy C. DraperName: Timothy C. DraperTitle: Managing Member 02/10/2021 Signature of Reporting Person Date Draper Associates Riskmasters Fund III, LLCBy: /s/ Timothy C. DraperName: Timothy C. DraperTitle: Managing Member 02/10/2021 Signature of Reporting Person Date Draper Associates, L.P.By: Draper Management Company, LLC (General Partner)By: /s/ Timothy C. DraperName: Timothy C. DraperTitle: Managing Member 02/10/2021 Signature of Reporting Person Date Draper Fisher Jurvetson Fund VIII, L.P.By: Draper Fisher Jurvetson Fund VIII Partners, L.P. (general partner)By: DFJ Fund VIII, Ltd., its general partnerBy: /s/ John H.N. FisherName: John H. N. FisherTitle: Managing Director 02/10/2021 Signature of Reporting Person Date /s/ John H.N. FisherJohn H.N. Fisher 02/10/2021 Signature of Reporting Person Date /s/ Timothy C. DraperTimothy C. Draper 02/10/2021 Signature of Reporting Person Date

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 )After closing of the Issuer's initial public offering, each outstanding share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. ( 3 )These shares are held of record by Draper Associates, L.P. ("DALP"). DALP invests lockstep alongside Draper Fisher Jurvetson Fund VIII, L.P ("Fund VIII"). The general partner of DALP is Draper Management Company, LLC ("DMC"). The Managing Member of DMC is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DALP. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 4 )These shares are held of record by Fund VIII. Timothy C. Draper and John H.N. Fisher are Managing Directors of the general partner entities of Fund VIII that directly hold shares and as such, they may be deemed to have voting and investment power with respect to such shares. Mr. Draper and Mr. Fisher each disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 5 )These shares are held of record by Draper Fisher Jurvetson Partners VIII, LLC ("Partners VIII"). Partners VIII invests lockstep alongside Fund VIII. The Managing Members of Partners VIII are Timothy C. Draper and John H.N. Fisher and as such, they may be deemed to have voting and investment power with respect to such shares. Mr. Draper and Mr. Fisher each disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 6 )These shares are held of record by Draper Associates Riskmasters Fund II, LLC ("DARF II"). DARF II invests lockstep alongside Fund VIII. The Managing Member of DARF II is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DARF II. Mr. Draper disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. ( 7 )These shares are held of record by Draper Associates Riskmasters Fund III, LLC ("DARF III"). DARF III invests lockstep alongside Fund VIII. The Managing Member of DARF III is Timothy C. Draper. Mr. Draper may be deemed to have voting and investment power over the securities held by DARF III. Mr. Draper disclaims beneficial ownership over such securi ties except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.