FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BARRETT MICHAEL G.		 2. Issuer Name and Ticker or Trading Symbol

MAGNITE, INC. [ MGNI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

C/O MAGNITE, INC., 1250 BROADWAY,15TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/4/2023
(Street)

NEW YORK, NY 10001		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 4/4/2023  M  138014 (1)A$0.00 (1)1597523 D  
Common Stock 4/4/2023  F(2)  69743 D$9.05 1527780 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Stock Units  (3)4/4/2023  M     138014 (1)  (1) (1)Common Stock 138014 $0.00 0 (1)D  
Explanation of Responses:
(1) Represents the number of shares that vested under a performance-based restricted stock unit award, which was granted on April 1, 2020, based on the Issuer's total stockholder return ("TSR") for the three-year period beginning on April 1, 2020 relative to the TSRs of the companies in the Russell 2000 index over that period, which vesting occurred on April 4, 2023. The vested shares represent the total number of shares earned under the performance-based restricted stock unit award, and the remainder reported in the Reporting Person's Form 4 filed with the Securities and Exchange Commission on April 3, 2020 were forfeited.
(2) Represents the non-discretionary forfeiture of shares on behalf of the Reporting Person pursuant to an arrangement mandated by the Issuer to cover the tax withholding obligations associated with the vesting and settlement of the performance-based restricted stock units reported in footnote (1) herein.
(3) Each performance-based restricted stock unit represents a contingent right to receive on vesting one share of the Issuer's common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BARRETT MICHAEL G.
C/O MAGNITE, INC.
1250 BROADWAY,15TH FLOOR
NEW YORK, NY 10001		X
CEO
Signatures
/s/ Aaron Saltz, attorney-in-fact4/6/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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