SEC Form 4 · accession 0001209191-15-044708

MAGNITE, INC. · MGNI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan in order to cover the reporting person's tax liability incurred upon the vesting of the reporting person's restricted shares.
• F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.05 to $17.61, inclusive. The reporting person undertakes to provide to The Rubicon Project, Inc., any security holder of The Rubicon Project, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.
• F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.69 to $17.76, inclusive.
• F4Reflects vesting of shares of performance-based restricted stock issued on October 20, 2014. The shares vested as a result of achievement of superior performance of the Issuer's common stock compared to the NASDAQ Internet Total Return index, as determined by the Compensation Committee of the Issuer's Board of Directors on May 19, 2015.
• F5Granted as compensation for services.
• F6Represents shares of restricted stock that vest as follows: (a) 16,418 shares on May 15, 2016; (b) 6,567 shares on each November 15 and May 15 thereafter until November 15, 2018; and (c) 3,284 shares on May 15, 2019.
• F7Represents shares of restricted stock tied to the Issuer's market price ("Market Stock Awards" or "MSAs"). The MSAs vest upon certification by the Board or Compensation Committee of the Issuer promptly following the Measurement Date for the MSAs, which is the first to occur of (i) April 15, 2018, (ii) the effective date of a Sale Transaction (as defined in the Severance Agreement between the Issuer and the reporting person to include various change in control transactions), or (iii) the date of termination of the reporting person's continuous service as a result of an involuntary termination, death, or disability. On the vesting date, the MSAs will vest with respect to the number of shares of the issuer's common stock, consisting of none, some, or all of the total shares issued, determined as the product obtained by multiplying the Performance Factor times the Target Shares as of the Measurement Date. (Continued in Footnote 8)
• F8Initial Target Shares are two-thirds of the total number of MSAs issued, subject to pro-rata reduction for partial time served if the reporting person's continuous service terminates as a result of death, disability, involuntary termination not in connection with a Sale Transaction, or voluntary termination initiated by the reporting person. If the Calculated Quotient is less than 50%, the Performance Factor is zero, resulting in no vesting. If the Calculated Quotient is more than 150%, the Performance Factor is 150%. If the Calculated Quotient is at least 50% but not more than 150%, the Performance Factor is equal to the Calculated Quotient. For this purpose, the "Calculated Quotient" is obtained by dividing the 20-day trailing average closing price for the Issuer's common stock as of the Measurement Date by the 20-day trailing average closing price for the issuer's common stock as of the issuance date.
• F925% of the stock options will vest on February 1, 2016 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter.