SEC Form 4 · accession 0001306844-15-000002

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

• F1On May 27, 2015, Clearstone Venture Partners III-B, a Delaware Multi-Series LLC ("CVP III-B"), distributed, for no consideration, 11,064 shares of Common Stock of the Issuer (the "Shares") to its members, including Clearstone Venture Management III, LLC, a Delaware limited liability company ("CVM III"), the managing member of CVP III-B, representing each such member's pro rata interest in the shares held by CVP III-B. This distribution was made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
• F2On the same date, CVM III distributed, for no consideration, to its members an aggregate of 12,600 Shares, consisting of 1,536 Shares that it received as a distribution on May 22, 2015 and the 11,064 Shares that it received as a distribution on May 27, 2015 from CVP III-B, in an amount equal to each such member's pro rata interest in the Shares. This distribution was made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
• F3These Shares are held by CVP III-B.
• F4This statement is being filed jointly by CVM III and CVP III-B. CVM III is managing member of CVP III-B and as such may be deemed to be the beneficial owner of the shares owned by CVP III-B. CVM III disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares by CVM III for purposes of Section 16 or for any other purpose.
• F5Immediately following the distribution described in note (2) above, CVM III held no Shares directly.