SEC Form 4 · accession 0001603810-15-000002

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, the reporting person transferred a total of 1,360 shares of Common Stock of the Issuer (the "Shares") to certain lenders in connection with the repayment of outstanding loans.
• F2Reflects the closing sale price of the Shares on May 27, 2015, as reported by the New York Stock Exchange.
• F3Reflects (i) 2,160 Shares received by the reporting person on May 27, 2015 in connection with pro-rata distributions-in-kind of Shares for no consideration, and (ii) 26,169 Shares received by the reporting person in the form of restricted stock awards in connection with his service as a director of the Issuer. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
• F4Represents i) 5,570,406 Shares directly beneficially owned by Clearstone Venture Partners III-A, L.P., a Delaware limited partnership ("CVP III-A") and ii) 99,576 Shares directly beneficially owned by Clearstone Venture Partners III-B, a Delaware Multi-Series LLC ("CVP III-B" and, together with CVP III-A, the "Funds"). Clearstone Venture Management III, LLC, a Delaware limited liability company ("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. The reporting person disclaims beneficial ownership of the Shares held by the Funds, except to the extent of his 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 for purposes of Section 16 or for any other purpose.