|
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 |
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 15 | 04/01/2014 | A | 29,184 | (7) | 04/01/2024 | Class A Common Stock | 29,184 | $ 0 (2) | 29,184 | D | ||||
| Stock Option (Right to Buy) | $ 15 | 04/01/2014 | A | 13,208 | (8) | 04/01/2024 | Class A Common Stock | 13,208 | $ 0 (2) | 13,208 | D | ||||
| Stock Option (Right to Buy) | $ 15 | 04/07/2014 | J(9) | 29,184 | (7) | 04/01/2024 | Class A Common Stock | 29,184 | (9) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 15 | 04/07/2014 | J(9) | 29,184 | (7) | 04/01/2024 | Common Stock | 29,184 | (9) | 29,184 | D | ||||
| Stock Option (Right to Buy) | $ 15 | 04/07/2014 | J(9) | 13,208 | (8) | 04/01/2024 | Class A Common Stock | 13,208 | (9) | 0 | D | ||||
| Stock Option (Right to Buy) | $ 15 | 04/07/2014 | J(9) | 13,208 | (8) | 04/01/2024 | Common Stock | 13,208 | (9) | 13,208 | D | ||||
| Series B Convertible Preferred Stock | (5) | 04/07/2014 | C(5) | 705,880 | (5) | (5) | Class A Common Stock | 352,940 (5) | (5) | 0 | I | By The Mohn Family Trust (6) | |||
| Series C Convertible Preferred Stock | (5) | 04/07/2014 | C(5) | 49,544 | (5) | (5) | Class A Common Stock | 24,772 (5) | (5) | 0 | I | By The Mohn Family Trust (6) | |||
| Series D Convertible Preferred Stock | (5) | 04/07/2014 | C(5) | 56,276 | (5) | (5) | Class A Common Stock | 28,138 (5) | (5) | 0 | I | By The Mohn Family Trust (6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MOHN JARL C/O THE RUBICON PROJECT, INC. 12181 BLUFF CREEK DRIVE, 4TH FLOOR LOS ANGELES, CA 90094 |
X | |||
| /s/ Jonathan Feldman, attorney-in-fact | 04/11/2014 | |
| **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) | Represents restricted stock units that vest in three equal annual increments, on the first, second and third anniversaries of the date of completion of The Rubicon Project, Inc.'s (the "Issuer") initial public offering. |
| (2) | Granted as compensation for services. |
| (3) | Represents restricted stock units that vest in full on the date of the next Annual Meeting of the Issuer's stockholders. |
| (4) | Pursuant to the Sixth Amended and Restated Certificate of Incorporation ("A&R Charter") of the Issuer filed prior to the completion of the Issuer's initial public offering, each share of Class A Common Stock was reclassified and converted into one share of a single class of Common Stock on April 7, 2014. Such reclassification was exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended. |
| (5) | Each share of Convertible Preferred Stock automatically converted into 1/2 of a share of Class A Common Stock upon completion of the Issuer's initial public offering of its Common Stock on April 7, 2014. The Convertible Preferred Stock has no expiration date. |
| (6) | Mr. Mohn and his wife are co-trustees of, and the sole beneficiaries of, The Mohn Family Trust. |
| (7) | The stock option vests in three equal annual increments, on the first, second and third anniversaries of the date of completion of the Issuer's initial public offering. |
| (8) | The stock option vests in full on the date of the next Annual Meeting of the Issuer's stockholders. |
| (9) | Pursuant to the A&R Charter, each share of Class A Common Stock underlying the reported stock option automatically reclassified and converted into one share of a single class of Common Stock on April 7, 2014, immediately prior to the completion of the Issuer's initial public offering. Such reclassification was exempt under Rule 16b-7 of the Securities Exchange Act of 1934, as amended. |