UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. )*
| The Rubicon Project, Inc. |
(Name of Issuer)
| Common Stock, $0.0001 par value per share |
(Title of Class of Securities)
| 78112V 10 2 |
(CUSIP Number)
| December 31, 2014 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| 1. | NAME OF REPORTING PERSON
Frank Addante | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
2,878,238 shares | ||||
| 6. | SHARED VOTING POWER
1,250 shares | |||||
| 7. | SOLE DISPOSITIVE POWER
2,528,862 shares | |||||
| 8. | SHARED DISPOSITIVE POWER
1,250 shares | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,879,488 shares | |||||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
Not applicable. | |||||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.6%1 | |||||
| 12. |
TYPE OF REPORTING PERSON
IN | |||||
| 1 | Based upon 37,750,998 shares of Common Stock, par value $0.00001 per share, of The Rubicon Project, Inc. (the “Issuer”), outstanding as of February 27, 2015, as reported on the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 6, 2015. |
| Item 1(a). | Name of Issuer: | |
| The Rubicon Project, Inc., a Delaware corporation (“Issuer”). | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 12181 Bluff Creek Drive, 4th Floor, Los Angeles, CA 90094 | ||
| Item 2(a). | Name of Person Filing: | |
| Frank Addante | ||
| Item 2(b). | Address of Principal Business Office or, if None, Residence: | |
| 12181 Bluff Creek Drive, 4th Floor, Los Angeles, CA 90094 | ||
| Item 2(c). | Citizenship: | |
| Mr. Addante is a citizen of the United States of America. | ||
| Item 2(d). | Title of Class of Securities: | |
| Common Stock, par value $0.00001 per share (“Common Stock”). | ||
| Item 2(e). | CUSIP Number: | |
| 78112V 10 2 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F). | ||||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d- 1(b)(1)(ii)(G). | ||||
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||||
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | ||||
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||||
| Not applicable. | ||||||
| Item 4. | Ownership. |
| (a) |
Amount beneficially owned:
As of December 31, 2014, Mr. Addante beneficially owned 2,879,488 shares of the Issuer’s Common Stock, including:
(1) 2,528,862 shares of Common Stock over which Mr. Addante has sole voting and investment power;
(2) 249,376 shares of unvested restricted Common Stock, over which Mr. Addante has sole voting power and no investment power, which will vest as follows, subject to Mr. Addante’s continuing employment with the Issuer: (a) 66,459 shares on May 15, 2015, (b) 66,459 shares on November 15, 2015, (c) 66,458 shares May 15, 2016; and 12,500 shares on each of November 15, 2016, May 15, 2017, November 15, 2017 and May 15, 2018.
(3) 100,000 shares of unvested performance-based restricted Common Stock, over which Mr. Addante has sole voting power and no investment power, which will vest based upon the Issuer’s total stockholder return compared to an index; and
(4) 1,250 shares of Common Stock owned by Mr. Addante’s wife, as to which Mr. Addante may be deemed to share voting and investment power.
| |||
| (b) | Percent of class: 7.6%2 | |||
| (c) | Number of shares as to which the person has: | |||
| (i) Sole power to vote or to direct the vote: 2,878,238 shares3 | ||||
| (ii) Shared power to vote or to direct the vote: 1,250 shares4 | ||||
| (iii) Sole power to dispose or to direct the disposition of: 2,528,862 shares5 | ||||
| (iv) Shared power to dispose or to direct the disposition of: 1,250 shares6 | ||||
| Item 5. | Ownership of Five Percent or Less of a Class. | |||
| Not applicable. | ||||
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. | |||
| Not applicable. | ||||
| 2 | Based upon 37,750,998 shares of Common Stock of the Issuer outstanding as of February 27, 2015, as reported on the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission on March 6, 2015. |
| 3 | These shares consist of 2,528,862 shares of Common Stock owned by Mr. Addante, as well as 349,376 shares of unvested restricted Common Stock over which Mr. Addante has voting power. |
| 4 | These shares consist of 1,250 shares of Common Stock owned by Mr. Addante’s wife, as to which Mr. Addante may be deemed to share voting power. |
| 5 | These shares consist of 2,528,862 shares of Common Stock owned by Mr. Addante, and do not include Mr. Addante’s shares of unvested restricted Common Stock (over which he has no investment power). |
| 6 | These shares consist of 1,250 shares of Common Stock owned by Mr. Addante’s wife, as to which Mr. Addante may be deemed to share investment power. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
| Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
| Not applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
| Not applicable. | ||
| Item 10. | Certifications. | |
| Not applicable. | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 8, 2015
| /s/ Frank Addante |
| Frank Addante |