SEC Form 4 · accession 0001595974-16-000016
MAGNITE, INC. · MGNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Todd L Tappin
Officer — CFO & COO
Period of report
May 15, 2016
Accepted (ET)
May 17, 2016 · 9:54 pm EDT
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 | May 15, 2016 | F | 8,567 | $14.31 | D | 457,794 | D | |
| Common StockF3 | May 16, 2016 | S | 14,063 | $14.20 | D | 443,731 | D | |
| Common StockF4 | May 17, 2016 | S | 2,404 | $14.21 | D | 441,327 | D | |
| Common Stock | May 17, 2016 | M | 38,460 | $7.80 | A | 479,787 | D | |
| Common StockF5 | May 17, 2016 | S | 38,460 | $14.15 | D | 441,327 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F7,F8,F6 | $7.80 | May 17, 2016 | M | 38,460 | D | — | Feb 1, 2023 | Common Stock | 38,460 | 111,302 | D |
Explanation of responses
- F1Shares withheld by the issuer to cover the reporting person's tax liability incurred upon the vesting of the reporting person's restricted shares.
- F2The 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.99 to $14.33, inclusive. The reporting person undertakes to provide 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 3, 4, and 5 to this Form 4.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.16 to $14.42, inclusive.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.11 to $14.20, inclusive.
- F6The option, representing a right to purchase a total of 593,650 shares, became exercisable with respect to 25% of the grant on January 28, 2014 and becomes exercisable with respect to the remainder in 36 equal installments each calendar month thereafter.
- F7Granted as compensation for services.
- F8Adjusted from the number reported on Column 9 of the Form 4 filed by the reporting person on April 29, 2016 due to an inadvertent error made when calculating the number of derivative securities beneficially owned by the reporting person following the transaction reported on the April 29, 2016 Form 4. The April 29, 2016 Form 4 should have stated that 149,762 derivative securities were beneficially owned by the reporting person following the reported transaction.