Statement of Changes in Beneficial Ownership (4)
2023年4月7日 - 6:19AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
BARRETT MICHAEL G. |
2. Issuer Name and Ticker or Trading Symbol
MAGNITE, INC.
[
MGNI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO |
(Last)
(First)
(Middle)
C/O MAGNITE, INC., 1250 BROADWAY,15TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/4/2023 |
(Street)
NEW YORK, NY 10001 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/4/2023 | | M | | 138014 (1) | A | $0.00 (1) | 1597523 | D | |
Common Stock | 4/4/2023 | | F(2) | | 69743 | D | $9.05 | 1527780 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Performance Stock Units | (3) | 4/4/2023 | | M | | | 138014 (1) | (1) | (1) | Common Stock | 138014 | $0.00 | 0 (1) | D | |
Explanation of Responses: |
(1) | Represents the number of shares that vested under a performance-based restricted stock unit award, which was granted on April 1, 2020, based on the Issuer's total stockholder return ("TSR") for the three-year period beginning on April 1, 2020 relative to the TSRs of the companies in the Russell 2000 index over that period, which vesting occurred on April 4, 2023. The vested shares represent the total number of shares earned under the performance-based restricted stock unit award, and the remainder reported in the Reporting Person's Form 4 filed with the Securities and Exchange Commission on April 3, 2020 were forfeited. |
(2) | Represents the non-discretionary forfeiture of shares on behalf of the Reporting Person pursuant to an arrangement mandated by the Issuer to cover the tax withholding obligations associated with the vesting and settlement of the performance-based restricted stock units reported in footnote (1) herein. |
(3) | Each performance-based restricted stock unit represents a contingent right to receive on vesting one share of the Issuer's common stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BARRETT MICHAEL G. C/O MAGNITE, INC. 1250 BROADWAY,15TH FLOOR NEW YORK, NY 10001 | X |
| CEO |
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Signatures
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/s/ Aaron Saltz, attorney-in-fact | | 4/6/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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