SEC Form 4 · accession 0001595974-18-000088
MAGNITE, INC. · MGNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sumant Mandal
Director
Period of report
Aug 15, 2018
Accepted (ET)
Aug 17, 2018 · 7:40 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,F2 | Aug 15, 2018 | A | 7,292 | $0.00 | A | 39,750 | D | |
| Common StockF3,F4 | holding | — | — | — | 3,075,794 | I | See Footnotes |
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)F2,F5 | $3.81 | Aug 15, 2018 | A | 9,429 | A | — | Aug 15, 2028 | Common Stock | 9,429 | 9,429 | D |
Explanation of responses
- F1Represents restricted stock units that vest in full on the earliest of (i) May 23, 2019, (ii) the date of the 2019 annual meeting of the Issuer's stockholders, or (iii) a change of control of the Issuer.
- F2Granted as compensation for services.
- F3Represents (i) 3,010,692 Shares directly beneficially owned by Clearstone Venture Partners III-A, L.P., a Delaware limited partnership ("CVP III-A"), (ii) 53,819 Shares directly beneficially owned by Clearstone Venture Partners III-B, a Delaware Multiple Series limited liability company ("CVP III-B" and together with CVP III-A, the "Funds"), and (iii) 11,283 Shares directly beneficially owned by Clearstone Venture Management III, L.L.C., a Delaware limited liability company ("CVM III"). CVM III is the general partner and managing member of CVP III-A and CVP III-B, respectively. The reporting person is a managing member of CVM III and a member of CVP III-B.
- F4The reporting person disclaims beneficial ownership of the Shares held by the Funds and CVM III, except to the extent of his pecuniary interest therein, if any, and the inclusion of these Shares in the report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
- F5The stock options vest in full on the earliest of (i) May 23, 2019, (ii) the date of the 2019 annual meeting of the Issuer's stockholders, or (iii) a change of control of the Issuer.