Statement of Changes in Beneficial Ownership (4)
April 05 2021 - 4:43PM
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
*
Saltz Aaron |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel |
(Last)
(First)
(Middle)
C/O MAGNITE, INC., 12181 BLUFF CREEK DRIVE, 4TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2021 |
(Street)
PLAYA VISTA, CA 90094
(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 | 4/1/2021 | | A | | 14292 (1) | A | $0.00 (2) | 306759 | 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 |
Employee Stock Option (right to buy) | $42.80 | 4/1/2021 | | A | | 10635 | | (3) | 4/1/2031 | Common Stock | 10635 | $0.00 (2) | 10635 | D | |
Explanation of Responses: |
(1) | Represents restricted stock units that vest as follows: 3,871 on May 15, 2022, 893 on each August 15, November 15, February 15, and May 15 thereafter until February 15, 2025 and 598 on May 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) | Equity grant under the Company's 2014 Equity Incentive Plan. |
(3) | 25% of the total number of shares underlying this option will vest on April 1, 2022 and the remaining shares vest 1/36 per month over the next 36 months thereafter, 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Saltz Aaron C/O MAGNITE, INC. 12181 BLUFF CREEK DRIVE, 4TH FLOOR PLAYA VISTA, CA 90094 |
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| General Counsel |
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Signatures
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/s/ Aaron Saltz | | 4/5/2021 |
**Signature of Reporting Person | Date |
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