Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On June 18, 2020, Mark Zagorski tendered his resignation as President and Chief Operating Officer of The Rubicon Project, Inc. (the "Company"), effective as of June 30, 2020. Michael Barrett, the Company's Chief Operating Officer will re-assume the President role upon Mr. Zagorski's resignation. The Company issued the press release attached to this Current Report on Form 8-K as Exhibit 99.1 announcing Mr. Zagorski's resignation.

Item 9.01. Financial Statements and Exhibits.






(d)  Exhibits.

The Company hereby furnishes the following exhibit:

99.1 Press release dated June 18, 2020.

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