Form 4: PubMatic CEO Rajeev Goel Sells Shares to Cover Tax Obligations

Rajeev Goel, CEO of PubMatic, sold shares of Class A Common Stock on April 1st and 2nd, 2024, primarily to cover tax withholding obligations related to the vesting of restricted stock units.

Summary

• Rajeev K. Goel, CEO of PubMatic, filed a Form 4 detailing changes in beneficial ownership of the company's stock.
• On April 1, 2024, Goel sold 25,978 shares of Class A Common Stock at a weighted average price of $23.1647.
• On April 2, 2024, Goel sold 7,500 shares of Class A Common Stock at a weighted average price of $22.7625.
• These sales were primarily to cover tax withholding obligations associated with the vesting of restricted stock units (RSUs).
• Goel also acquired 48,690 shares of Class A Common Stock on April 1, 2024, through the vesting of RSUs.
• He transferred 7,500 shares to The Goel Family Trust, which then sold them.
• The sales on April 2, 2024, were executed under a pre-arranged Rule 10b5-1 trading plan adopted on March 1, 2023.
• Following these transactions, Goel directly owns 22,712 shares of Class A Common Stock and indirectly owns 15,212 shares through The Goel Family Trust.
• Goel also holds a significant number of restricted stock units (RSUs) representing the right to receive shares of Class A Common Stock upon vesting.

Sentiment

Score: 6

Explanation: The document is neutral. It simply reports the CEO's stock sales, which are primarily for tax purposes and conducted under a pre-arranged trading plan. There's no indication of significant concern, but the sales could create slight negative sentiment.

Positives

• The CEO's sales are primarily to cover tax obligations related to RSU vesting, which is a common practice.
• The CEO has a pre-arranged Rule 10b5-1 trading plan in place, suggesting the sales were planned and not based on inside information.
• The CEO still holds a significant number of shares and RSUs, indicating continued alignment with the company's success.

Negatives

• The CEO selling shares, even for tax purposes, could be perceived negatively by some investors.

Risks

• Continued sales of shares by the CEO could put downward pressure on the stock price.
• Investor sentiment could be negatively impacted if the CEO's sales are misinterpreted.

Industry Context

Executive stock sales are common in publicly traded companies, often tied to compensation packages and diversification strategies. The use of a 10b5-1 plan is a standard practice to avoid insider trading concerns.

Related Party Transactions

• 7,500 shares were transferred by the Reporting Person to The Goel Family Trust (the 'Trust'), of which the Reporting Person and his spouse are beneficiaries, and were sold by the Trust as reported herein.

Stakeholder Impact

• The stock sales could have a minor impact on shareholders if they perceive the sales negatively, potentially leading to a slight decrease in stock price.

Key Dates