SEC Form 4 · accession 0001336716-15-000005
MAGNITE, INC. · MGNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Robert T Vasan
Other
Xii A Delaware L P Mayfield
10% Owner
MAYFIELD ASSOCIATES FUND XII
10% Owner · Other
James T Beck
Other
Mayfield Principals Fund XII
10% Owner · Other
Mayfield XII Management, L.L.C.
10% Owner · Other
Navin Chaddha
Other
Period of report
Mar 2, 2015
Accepted (ET)
Mar 4, 2015 · 6:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001595974
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F3,F4,F5 | Mar 2, 2015 | S | 194,000 | $19.1977 | D | 3,560,899 | D | |
| Common StockF1,F3,F4,F5 | Mar 2, 2015 | S | 3,000 | $19.1977 | D | 55,065 | I | By Mayfield Associates Fund XII |
| Common StockF1,F3,F4,F5 | Mar 2, 2015 | S | 3,000 | $19.1977 | D | 55,065 | I | By Mayfield Principals Fund XII |
| Common StockF2,F3,F4,F5 | Mar 3, 2015 | S | 80,854 | $19.0042 | D | 3,480,045 | D | |
| Common StockF2,F3,F4,F5 | Mar 3, 2015 | S | 1,250 | $19.0042 | D | 53,815 | I | By Mayfield Associates Fund XII |
| Common StockF2,F3,F4,F5 | Mar 3, 2015 | S | 1,250 | $19.0042 | D | 53,815 | I | By Mayfield Principals Fund XII |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $18.86 to $19.46, inclusive. The Reporting Persons undertake 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 footnote (1) to this Form 4.
- F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $19.00 to $19.055, inclusive. The Reporting Persons undertake 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 footnote (2) to this Form 4.
- F3Mayfield XII Management, L.L.C. ("MF XII Management") is the sole general partner of each of Mayfield XII, a Delaware Limited Partnership ("MF XII") and Mayfield Associates Fund XII, a Delaware Limited Partnership ("MF A XII"), and is the sole managing director of Mayfield Principals Fund XII, a Delaware Multiple Series LLC ("MF PF XII"), and in such capacity may be deemed to beneficially own the shares of common stock beneficially held by each of MF XII, MF A XII and MF PF XII. MF XII Management is managed by three managing directors, James T. Beck, Navin Chaddha and Robert T. Vasan, and all action by the managing directors relating to the voting or disposition of the shares of common stock beneficially held by each of MF XII, MF A XII and MF PF XII requires approval of a majority of the managing directors.
- F4Each of James T. Beck, Navin Chaddha, and Robert T. Vasan, as the managing directors of MF XII Management, may be deemed to share beneficial ownership of the shares that are beneficially owned by MF XII Management, but each disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.
- F5The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of equity securities covered by this statement.