SEC Form 4 · accession 0001603810-16-000007
MAGNITE, INC. · MGNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sumant Mandal
Director
Period of report
Mar 14, 2016
Accepted (ET)
Mar 15, 2016 · 7:41 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,F3 | Mar 14, 2016 | J | 1,099 | $17.35 | D | 18,349 | D | |
| Common StockF4,F5 | holding | — | — | — | 3,584,732 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 14, 2016, the reporting person transferred a total of 1,099 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 March 14, 2016, as reported by the New York Stock Exchange.
- F3Reflects (i) 647 Shares received by the reporting person on March 14, 2016 in connection with pro rata distributions-in-kind of Shares for no consideration, (ii) 2,816 Shares directly beneficially owned by the reporting person and (iii) 14,886 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 of the Securities Exchange Act of 1934, as amended.
- F4Represents (i) 3,510,692 Shares directly beneficially owned by Clearstone Venture Partners III-A, L.P., a Delaware limited partnership ("CVP III-A"), (ii) 62,757 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.
- F5The 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.