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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Clearstone Venture Management III, L.L.C.

(Last)

(First)

(Middle)

1351 4TH STREET, 4TH FL

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RUBICON PROJECT, INC. [ RUBI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/07/2014		C⁽¹⁾		5,865,103	A	⁽¹⁾	6,189,340	I	See Footnotes⁽²⁾⁽³⁾
Class A Common Stock	04/07/2014		C⁽¹⁾		104,844	A	⁽¹⁾	110,640	I	See Footnotes⁽²⁾⁽⁴⁾
Class A Common Stock	04/07/2014		J⁽⁵⁾		6,189,340	D	⁽⁵⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Common Stock	04/07/2014		J⁽⁵⁾		6,189,340	A	⁽⁵⁾	6,189,340	I	See Footnotes⁽²⁾⁽³⁾
Class A Common Stock	04/07/2014		J⁽⁵⁾		110,640	D	⁽⁵⁾	0	I	See Footnotes⁽²⁾⁽⁴⁾
Common Stock	04/07/2014		J⁽⁵⁾		110,640	A	⁽⁵⁾	110,640	I	See Footnotes⁽²⁾⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	04/07/2014		C⁽¹⁾			6,045,924	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,022,962⁽¹⁾	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	04/07/2014		C⁽¹⁾			108,076	⁽¹⁾	⁽¹⁾	Class A Common Stock	54,038⁽¹⁾	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	04/07/2014		C⁽¹⁾			3,892,410	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,946,205⁽¹⁾	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Series B Convertible Preferred Stock	⁽¹⁾	04/07/2014		C⁽¹⁾			69,580	⁽¹⁾	⁽¹⁾	Class A Common Stock	34,790⁽¹⁾	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	04/07/2014		C⁽¹⁾			697,562	⁽¹⁾	⁽¹⁾	Class A Common Stock	348,781⁽¹⁾	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	04/07/2014		C⁽¹⁾			12,470	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,235⁽¹⁾	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁴⁾
Series D Convertible Preferred Stock	⁽¹⁾	04/07/2014		C⁽¹⁾			1,094,310	⁽¹⁾	⁽¹⁾	Class A Common Stock	547,155⁽¹⁾	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	04/07/2014		C⁽¹⁾			19,562	⁽¹⁾	⁽¹⁾	Class A Common Stock	9,781⁽¹⁾	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Clearstone Venture Management III, L.L.C.

(Last)

(First)

(Middle)

1351 4TH STREET, 4TH FL

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CLEARSTONE VENTURE PARTNERS III-A LP

(Last)

(First)

(Middle)

1351 4TH STREET, 4TH FL

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Clearstone Venture Partners III-B, a Delaware Multiple Series LLC

(Last)

(First)

(Middle)

1351 4TH STREET, 4TH FL

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Convertible Preferred Stock automatically converted into 1/2 of a share of Class A Common Stock upon completion of The Rubicon Project, Inc.'s (the "Issuer") initial public offering of its Common Stock on April 7, 2014. The Convertible Preferred Stock has no expiration date.

2. This statement is being filed jointly by Clearstone Venture Management III, LLC ("CVM"), Clearstone Venture Partners III-A, LP ("CVP-A") and Clearstone Venture Partners III-B, a Delaware Multiple Series LLC ("CVP-B"). CVM is the general partner of CVP-A and the managing member of CVP-B and as such may be deemed to be the beneficial owner of the shares owned by CVP-A and CVP-B. CVM disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares by CVM for purposes of Section 16 or for any other purpose.

3. These shares are held by CVP-A.

4. These shares are held by CVP-B.

5. Pursuant to the Sixth Amended and Restated Certificate of Incorporation 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.

Remarks:

	/s/ Dana Moraly, Chief Financial Officer and Member, Clearstone Venture Management III, L.L.C., the General Partner of Clearstone Venture Partners III-A, L.P.	04/09/2014
	/s/ Dana Moraly, Chief Financial Officer and Member, Clearstone Venture Management III, L.L.C., the Managing Member of Clearstone Venture Partners III-B, a Delaware Multiple Series LLC	04/09/2014
	/s/ Dana Moraly, Chief Financial Officer and Member of Clearstone Venture Management III, L.L.C.	04/09/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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