Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 26, 2020, The Rubicon Project, Inc. ("Company") provided written notice to the New York Stock Exchange ("NYSE") of its intention to voluntarily delist its shares of common stock ("Common Stock") from the NYSE and to list its Common Stock on the NASDAQ Global Select Market of The NASDAQ Stock Market LLC ("NASDAQ"). The Company expects the listing and trading of its Common Stock on the NYSE will cease at market close on June 8, 2020, and that trading of its Common Stock will commence on NASDAQ at market open on June 9, 2020. The Common Stock has been approved for listing on NASDAQ, with the Common Stock continuing to trade under the symbol "RUBI."

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