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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 9.8 | 05/16/2016 | G(2) | V | 175,000 | (3) | 07/23/2023 | Common Stock | 175,000 | $ 0 (4) | 0 | D | |||
Common Stock | $ 9.8 | 05/16/2016 | G(2) | V | 175,000 | (3) | 07/23/2023 | Common Stock | 175,000 | $ 0 (4) | 175,000 | I | Through the Copple family trust | ||
Stock Option (right to buy) | $ 16.75 | 05/16/2016 | G(2) | V | 19,500 | (5) | 05/19/2025 | Common Stock | 19,500 | $ 0 (4) | 0 | D | |||
Common Stock | $ 16.75 | 05/16/2016 | G(2) | V | 19,500 | (5) | 05/19/2025 | Common Stock | 19,500 | $ 0 (4) | 19,500 | I | Through the Copple family trust |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
COPPLE BRIAN W C/O THE RUBICON PROJECT, INC. 12181 BLUFF CREEK DRIVE, 4TH FLOOR LOS ANGELES, CA 90094 |
General Counsel and Secretary |
/s/ Jonathan Feldman, attorney-in-fact | 05/17/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shares withheld by the issuer to cover the reporting person's tax liability incurred upon the vesting of the reporting person's restricted shares. |
(2) | On May 16, 2016, the reporting person transferred all of his outstanding shares, unvested shares of restricted stock, and vested and unvested stock options (the "Assigned Equity Awards") to the Copple family trust (the "Trust"). The assignment was for the direct benefit of the reporting person and his family, for estate planning purposes, and does not change beneficial ownership of the Assigned Equity Awards. |
(3) | 25% of the stock options vested on July 15, 2014 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter. |
(4) | Granted as compensation for services. |
(5) | 25% of the stock options vested on February 1, 2016 and the remaining option shares will become exercisable in 36 equal installments each calendar month thereafter. |