Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 14 2024 - 8:23AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
PubMatic,
Inc.
(Name
of Issuer)
Class
A Common Stock, par value $0.0001 per share
(Title
of Class of Securities)
74467Q103
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person's initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 74467Q103 |
13G |
Page
2 of 5 Pages |
1 |
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amar
K. Goel |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5 |
SOLE
VOTING POWER
4,796,578(a)(b) |
6 |
SHARED
VOTING POWER
0 |
7 |
SOLE
DISPOSITIVE POWER
4,796,578(a)(b) |
8 |
SHARED
DISPOSITIVE POWER
0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,796,578(a)(b) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.4%(c)
|
12 |
TYPE
OF REPORTING PERSON
IN
|
| (a) | Each
share of Class B common stock is convertible at any time into one share of Class A common
stock. The rights of the holders of Class A common stock and Class B common stock are identical,
except with respect to voting and conversion rights. Each share of Class A common stock is
entitled to one vote. Each share of Class B common stock is entitled to ten votes
and is convertible into one share of Class A common stock. |
| (b) | Ownership
of Class A common stock assumes conversion of all such Reporting Person’s shares of
Class B common stock into shares of Class A common stock. Represents (i) 1,005 shares of
Class A common stock held by the Reporting Person, (ii) 787,934 shares of Class B common
stock held by the Marais Irrevocable Trust, of which the Reporting Person’s spouse
is a beneficiary, and for which the Reporting Person disclaims beneficial ownership except
to the extent of his pecuniary interest therein, (iii) 787,900 shares of Class B common stock
held by the Tuscan Irrevocable Trust, of which the Reporting Person is a beneficiary, (iv)
1,266,099 shares of Class B common stock held by the Birchwood Trust, of which the Reporting
Person and his spouse are the beneficiaries, (v) 556,552 shares of Class B common stock held
by the RAJN Trust -A, of which one of the Reporting Person’s children is a beneficiary,
and for which the Reporting Person disclaims beneficial ownership except to the extent of
his pecuniary interest therein, (vi) 556,572 shares of Class B common stock held by the RAJN
Trust -N, of which one of the Reporting Person’s children is a beneficiary, and for
which the Reporting Person disclaims beneficial ownership except to the extent of his pecuniary
interest therein, (vii) 443,414 shares of Class B common stock held by the Reporting Person,
as custodian for the benefit of his children under the California Uniform Transfers to Minors
Act, (viii) 170,452 shares of Class A common stock subject to options held by the Reporting
Person that are exercisable within 60 days of December 31, 2023, and (ix) 226,650 shares
of Class B common stock subject to options held by the Reporting Person that are exercisable
within 60 days of December 31, 2023. As reported by the Issuer to the Reporting Person, there
were 8,743,743 shares of Class B common stock issued and outstanding as of December 31, 2023. |
| (c) | Beneficial
ownership percentage is based upon 41,495,010 shares of Class A common stock issued and outstanding
as of December 31, 2023, as reported by the Issuer to the Reporting Person. Such percentage
is calculated in accordance with Rule 13d-3 based on the aggregate number of shares of Class
B common stock beneficially owned by the Reporting Person, assuming conversion of such stock
into Class A common stock (and excluding the conversion of shares of Class B common stock
held by other persons). Assuming full conversion of all the currently outstanding Class B
common stock, the 4,796,578 shares of Class A common stock would represent 9.5% of the total
common stock outstanding. |
CUSIP
No. 74467Q103 |
13G |
Page
3 of 5 Pages |
| Item 1(a) | Name
of Issuer:
PubMatic, Inc. |
| Item 1(b) | Address
of Issuer’s Principal Executive Offices:
Not applicable. |
| Item 2(a) | Name
of Person Filing: |
Amar
K. Goel
| Item 2(b) | Address
of Principal Business Office or, If None, Residence
|
c/o
PubMatic, Inc.
601 Marshall Street
Redwood City, CA 94063
| Item 2(c) | Citizenship:
United States of America |
| Item 2(d) | Title
of Class of Securities:
Class A Common Stock, par value $0.0001 per share |
| Item
2(e) | CUSIP
Number:
74467Q103 |
(a)
Amount Beneficially Owned:
See
Item 9 on the cover page hereto.
(b)
Percent of Class:
See
Item 11 on the cover page hereto.
(c)
Number of shares as to which the person has:
| (i) | Sole power
to vote or direct the vote: |
| | |
See
Item 5 on the cover page hereto.
| (ii) | Shared power
to vote or direct the vote: |
See
Item 6 on the cover page hereto.
| (iii) | Sole power
to dispose or to direct the disposition of: |
See
Item 7 on the cover page hereto.
| (iv) | Shared power
to dispose or to direct the disposition of: |
See
Item 8 on the cover page hereto.
CUSIP
No. 74467Q103 |
13G |
Page
4 of 5 Pages |
| Item 5. | Ownership
of Five Percent or Less of a Class
Not applicable. |
| Item 6. | Ownership
of More Than Five Percent on Behalf of Another Person
Not applicable. |
| Item 7. | Identification
and Classification of Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person |
Not
applicable.
| Item 8. | Identification
and Classification of Members of the Group |
Not
applicable.
| Item 9. | Notice
of Dissolution of Group |
Not
applicable.
Not
applicable.
CUSIP
No. 74467Q103 |
13G |
Page
5 of 5 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 14, 2024
|
By: |
/s/ Amar K. Goel |
|
Name: |
Amar K. Goel |
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