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Filing Details

Accession Number:: 0001209191-14-027232
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-04-11 21:45:13
Reporting Period:: 2014-04-01

Filing Date:: 2014-04-11
Accepted Time:: 2014-04-11 21:45:13
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1595974	Rubicon Project Inc.	RUBI	Services-Computer Programming, Data Processing, Etc. (7370)	208881738

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1186934	Jarl Mohn	C/O The Rubicon Project, Inc. 12181 Bluff Creek Drive, 4Th Floor Los Angeles CA 90094		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2014-04-01	15,000	$0.00	15,000	No	4	A	Direct
Class A Common Stock	Acquisiton	2014-04-01	6,283	$0.00	21,283	No	4	A	Direct
Class A Common Stock	Disposition	2014-04-07	21,283	$0.00	0	No	4	J	Direct
Common Stock	Acquisiton	2014-04-07	21,283	$0.00	21,283	No	4	J	Direct
Class A Common Stock	Acquisiton	2014-04-07	405,850	$0.00	405,850	No	4	C	Indirect	By The Mohn Family Trust
Class A Common Stock	Disposition	2014-04-07	405,850	$0.00	0	No	4	J	Indirect	By The Mohn Family Trust
Common Stock	Acquisiton	2014-04-07	405,850	$0.00	405,850	No	4	J	Indirect	By The Mohn Family Trust
Common Stock	Disposition	2014-04-07	50,000	$15.00	355,850	No	4	S	Indirect	By The Mohn Family Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Direct
No	4	A	Direct
No	4	J	Direct
No	4	J	Direct
No	4	C	Indirect	By The Mohn Family Trust
No	4	J	Indirect	By The Mohn Family Trust
No	4	J	Indirect	By The Mohn Family Trust
No	4	S	Indirect	By The Mohn Family Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Stock Option (Right to Buy)	Acquisiton	2014-04-01	29,184	$0.00	29,184	$15.00
Class A Common Stock	Stock Option (Right to Buy)	Acquisiton	2014-04-01	13,208	$0.00	13,208	$15.00
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2014-04-07	29,184	$0.00	29,184	$15.00
Common Stock	Stock Option (Right to Buy)	Acquisiton	2014-04-07	29,184	$0.00	29,184	$15.00
Class A Common Stock	Stock Option (Right to Buy)	Disposition	2014-04-07	13,208	$0.00	13,208	$15.00
Common Stock	Stock Option (Right to Buy)	Acquisiton	2014-04-07	13,208	$0.00	13,208	$15.00
Class A Common Stock	Series B Convertible Preferred Stock	Disposition	2014-04-07	705,880	$0.00	352,940	$0.00
Class A Common Stock	Series C Convertible Preferred Stock	Disposition	2014-04-07	49,544	$0.00	24,772	$0.00
Class A Common Stock	Series D Convertible Preferred Stock	Disposition	2014-04-07	56,276	$0.00	28,138	$0.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
29,184	2024-04-01	No	4	A	Direct
13,208	2024-04-01	No	4	A	Direct
0	2024-04-01	No	4	J	Direct
29,184	2024-04-01	No	4	J	Direct
0	2024-04-01	No	4	J	Direct
13,208	2024-04-01	No	4	J	Direct
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect

Footnotes

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.
Granted as compensation for services.
Represents restricted stock units that vest in full on the date of the next Annual Meeting of the Issuer's stockholders.
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.
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 Stockon April 7, 2014. The Convertible Preferred Stock has no expiration date.
Mr. Mohn and his wife are co-trustees of, and the sole beneficiaries of, The Mohn Family Trust.
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.
The stock option vests in full on the date of the next Annual Meeting of the Issuer's stockholders.
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.