Statement of Changes in Beneficial Ownership (4)
August 30 2021 - 4:50PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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., 6080 CENTER DRIVE, 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/26/2021 |
(Street)
LOS ANGELES, CA 90045
(City)
(State)
(Zip)
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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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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 | 8/26/2021 | | A | | 136939 (1) | A | $0.00 | 1479368 | 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 | (2) | 8/26/2021 | | A | | 379635 | | (3) | (3) | Common Stock | 379635 | $0.00 (4) | 379635 | D | |
Explanation of Responses: |
(1) | Represents restricted stock units that vest as to 1/3 on each of August 15, 2023, August 15, 2024 and August 15, 2025, subject to continued service to the Issuer through each vesting date. This equity grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances. |
(2) | Each performance stock unit ("PSU") represents a contingent right to receive on vesting one share of the Issuer's common stock. |
(3) | The PSUs are subject to both performance-based and time-based vesting requirements. The performance-based requirement for 1/3 of the units will be satisfied if the Issuer achieves share price targets of $60, $80 and $100 over 60 consecutive trading days during a performance period commencing on Aug. 26, 2022 and ending on Aug. 26, 2026, or on such earlier date as the Reporting Person is no longer serving as the Issuer's CEO or Executive Chairman of the Board of Directors. To the extent any of the performance-based requirements are met, the Reporting Person must also provide continued service to the Issuer through at least Aug. 26, 2024 to receive any shares of common stock underlying the PSUs and through Aug. 26, 2026 to receive all of the shares of common stock underlying the PSUs that have satisfied the applicable performance-based requirements. The grant may be subject to accelerated vesting in the event the Reporting Person's employment is terminated under certain circumstances. |
(4) | Equity grant under the Issuer's 2014 Equity Incentive Plan. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BARRETT MICHAEL G. C/O MAGNITE, INC. 6080 CENTER DRIVE, 4TH FLOOR LOS ANGELES, CA 90045 | X |
| CEO |
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Signatures
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/s/ Aaron Saltz, attorney-in-fact | | 8/30/2021 |
**Signature of Reporting Person | Date |
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