SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
TROE LISA L

(Last) (First) (Middle)
C/O THE RUBICON PROJECT, INC.
12181 BLUFF CREEK DRIVE, 4TH FLOOR

(Street)
LOS ANGELES CA 90094

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2014
3. Issuer Name and Ticker or Trading Symbol
RUBICON PROJECT, INC. [ RUBI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Exhibit 24.1 - Power of Attorney.
No securities are beneficially owned.
/s/ Jonathan Feldman, attorney-in-fact 04/01/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
EXHIBIT 24

                                POWER OF ATTORNEY

                  FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
                         IN RESPECT OF SECURITIES OF 
                           THE RUBICON PROJECT, INC.

                The undersigned hereby constitutes and appoints Todd Tappin,
Brian Copple, David Day and Jonathan Feldman, and each of them, as her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for her in her name and stead in any and all capacities, to sign
and file for and on her behalf, in respect of any acquisition, disposition or
other change in ownership of any Common Stock of The Rubicon Project, Inc. (the
"Company"), the following:

        (i)     any Form ID to be filed with the Securities and Exchange
                Commission (the "SEC");

        (ii)    any Initial Statement of Beneficial Ownership of Securities on
                Form 3 to be filed with the SEC;

        (iii)   any Statement of Changes of Beneficial Ownership of Securities
                on Form 4 to be filed with the SEC;

        (iv)    any Annual Statement of Beneficial Ownership of Securities on
                Form 5 to be filed with the SEC;

        (v)     any Notice of Proposed Sale of Securities on Form 144 to be
                filed with the SEC; and

        (vi)    any and all agreements, certificates, receipts, or other
                documents in connection therewith.

                The undersigned hereby gives full power and authority to the
attorney-in-fact to seek and
 obtain as the undersigned's representative and on
the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release such information to the undersigned and approves and ratifies
any such release of information.

                The undersigned hereby grants unto such attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary in connection with such matters and hereby ratifies and
confirms all that any such attorney-in-fact and agent or substitute may do or
cause to be done by virtue hereof.

                The undersigned acknowledges that:

        (i)     neither the Company nor such attorney-in-fact assumes (i) any
                liability for the undersigned's responsibility to comply with
                the requirement of the Securities Exchange Act of 1934, as
                amended (the "Exchange Act"), (ii) any liability of the
                undersigned for any failure to comply with such requirements or
                (iii) any obligation or liability of the undersigned for profit
                disgorgement under Section 16(b) of the Exchange Act; and

        (ii)    this Power of Attorney does not relieve the undersigned from
                responsibility for compliance with the undersigned's obligations
                under the Exchange Act, including without limitation the
                reporting requirements under Section 16 of the Exchange Act.


                This Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered to such
attorney-in-fact.

                IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney.

Date: March 20, 2014                    /s/ Lisa L. Troe
                                        ---------------------------------------
                                        Lisa L. Troe
                                        Director