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


           Year.

On June 30, 2020, The Rubicon Project, Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to its Sixth Amended and Restated Certificate of Incorporation. The Certificate of Amendment changes the Company's name to "Magnite, Inc." (the "Name Change").

In connection with the Name Change, the Company's Third Amended and Restated Bylaws were amended and restated (the "Fourth A&R Bylaws"), effective on June 30, 2020, solely to reflect the Name Change. The Fourth A&R Bylaws contain no other changes.

This summary is qualified by reference to the complete text of the Certificate of Amendment, attached as Exhibit 3.1 to this Current Report on Form 8-K, and the Fourth A&R Bylaws, attached as Exhibit 3.2 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On June 30, 2020, the Company issued a press release announcing the Name Change. The Company also announced that its ticker symbol on the Nasdaq Global Select Market will change to "MGNI" from "RUBI." Trading under the new ticker symbol will begin at the open of the market on Wednesday, July 1, 2020. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished pursuant to Item 7.01. This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.




Exhibit Number   Description
3.1                Certificate of Amendment to the Sixth Amended and Restated
                 Certificate of Incorporation of The Rubicon Project, Inc.
3.2                Fourth Amended and Restated Bylaws of Magnite, Inc.
99.1               Press Release, dated June 30, 2020

© Edgar Online, source Glimpses