Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On June 8, 2020, in connection with the voluntary delisting of The Rubicon Project, Inc.'s (the "Company") common stock from the New York Stock Exchange ("NYSE") and the listing of the Company's common stock on the NASDAQ Global Select Market of The NASDAQ Stock Market LLC ("NASDAQ"), the Board of Directors of the Company approved the Company's Third Amended and Restated Bylaws (the "Third A&R Bylaws"), to be effective upon the date the trading of the Company's common stock commences on NASDAQ. The amendments to the bylaws were made solely to remove the specific reference to NYSE in Section 3.14(d)(iii) and replace it with a reference to NASDAQ.

This summary is qualified by reference to the complete text of the Third A&R Bylaws attached as Exhibit 3.1 to this report.

Item 9.01. Financial Statements and Exhibits.






Exhibit Number    Description

     3.1            Third Amended and Restated Bylaws of The Rubicon Project, Inc.

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