Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Richter James Neal
 2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2016		 3. Issuer Name and Ticker or Trading Symbol
RUBICON PROJECT, INC. [RUBI]
(Last)
(First)
(Middle)
C/O THE RUBICON PROJECT, INC., 12181 BLUFF CREEK DRIVE, 4TH FL		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES, CA 90094		 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)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 117,316 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 12/07/2021 Common Stock 14,500 $ 4.7 D  
Stock Option (right to buy)   (3) 05/22/2022 Common Stock 35,499 $ 4.7 D  
Stock Option (right to buy)   (4) 05/19/2025 Common Stock 15,800 $ 16.75 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Richter James Neal
C/O THE RUBICON PROJECT, INC.
12181 BLUFF CREEK DRIVE, 4TH FL
LOS ANGELES, CA 90094		       Chief Technology Officer  

Signatures

Jonathan Feldman, attorney-in-fact 08/02/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Represents: (i) 29,948 shares of restricted stock that vest as follows: 7,812 on November 15, 2016, 7,813 on May 15, 2017, 7,812 on November 15, 2017, and 6,511 on May 15, 2018; (ii) 29,357 restricted stock units that vest as follows: 5,338 on November 15, 2016, 5,337 on May 15, 2017, 5,338 on November 15, 2017, 5,337 on May 15, 2018, 5,338 on November 15, 2018, and 2,669 on May 15, 2019; (iii) 50,000 RSUs that vest as follows: 15,625 on May 15, 2017, 6,250 on each November 15 and May 15 thereafter until November 15, 2019, and 3,125 on May 15, 2020; and (iv) 8,011 shares of common stock.
(2) The option, originally representing a right to purchase a total of 20,000 shares, became exercisable with respect to 25% of the grant on October 27, 2012 and became exercisable with respect to the remainder in 36 equal installments each calendar month thereafter and is now fully vested.
(3) The option, originally representing a right to purchase a total of 79,999 shares, became exercisable with respect to 25% of the grant on April 1, 2013 and became exercisable with respect to the remainder in 36 equal installments each calendar month thereafter and is now fully vested.
(4) The option, representing a right to purchase a total of 15,800 shares, became exercisable with respect to 25% of the grant on February 1, 2016 and becomes exercisable with respect to the remainder in 36 equal installments each calendar month thereafter.

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