<SEC-DOCUMENT>0001595974-16-000045.txt : 20161006
<SEC-HEADER>0001595974-16-000045.hdr.sgml : 20161006
<ACCEPTANCE-DATETIME>20161006175125
ACCESSION NUMBER:		0001595974-16-000045
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20161003
FILED AS OF DATE:		20161006
DATE AS OF CHANGE:		20161006

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RUBICON PROJECT, INC.
		CENTRAL INDEX KEY:			0001595974
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370]
		IRS NUMBER:				208881738
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		12181 BLUFF CREEK DRIVE, 4TH FLOOR
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90094
		BUSINESS PHONE:		310-207-0272

	MAIL ADDRESS:	
		STREET 1:		12181 BLUFF CREEK DRIVE, 4TH FLOOR
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90094

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Kershaw Thomas
		CENTRAL INDEX KEY:			0001686179

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-36384
		FILM NUMBER:		161925685

	MAIL ADDRESS:	
		STREET 1:		C/O THE RUBICON PROJECT, INC.
		STREET 2:		12181 BLUFF CREEK DRIVE, 4TH FL
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90094
</SEC-HEADER>
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<TYPE>3
<SEQUENCE>1
<FILENAME>wf-form3_147579067248257.xml
<DESCRIPTION>FORM 3
<TEXT>
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<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2016-10-03</periodOfReport>

    <noSecuritiesOwned>1</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001595974</issuerCik>
        <issuerName>RUBICON PROJECT, INC.</issuerName>
        <issuerTradingSymbol>RUBI</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001686179</rptOwnerCik>
            <rptOwnerName>Kershaw Thomas</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O THE RUBICON PROJECT, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>12181 BLUFF CREEK DRIVE, 4TH FL</rptOwnerStreet2>
            <rptOwnerCity>LOS ANGELES</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>90094</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>See remarks</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes></footnotes>

    <remarks>Chief Product and Engineering Officer</remarks>

    <ownerSignature>
        <signatureName>/s/ Jonathan Feldman, attorney-in-fact</signatureName>
        <signatureDate>2016-10-06</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poa.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
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EXHIBIT 24

                POWER OF ATTORNEY

        FOR SEC FILINGS ON FORMS ID, 3, 4, 5 AND 144
              IN RESPECT OF SECURITIES OF
                   THE RUBICON PROJECT, INC.

             The undersigned hereby constitutes and appoints Brian Copple, David
Day and Jonathan Feldman, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him in his name and stead in any and all capacities, to sign and file for and on his behalf, in respect of any acquisition, disposition or other change in ownership
of any Common Stock of The Rubicon Project, Inc. (the ?Company?), the following:


    (i)     any Form ID to be filed with the Securities and Exchange Commission (the ?SEC?);
    (ii)    any Initial Statement of Beneficial Ownership of Securities on Form 3 to be filed with the SEC;
    (iii)    any Statement of Changes of Beneficial Ownership of Securities on Form 4 to be filed with the SEC;
    (iv)    any Annual Statement of Beneficial Ownership of Securities on Form 5 to be filed with the SEC;
    (v)    any Notice of Proposed Sale of Securities on Form 144 to be filed with the SEC; and
    (vi)    any and all agreements, certificates, receipts, or other documents in connection therewith.

    The undersigned hereby gives full power and authority to the attorney-in-fact to seek and obtain as the undersigned?s representative and on the undersigned?s behalf, information on transactions in the Company?s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release such information to the undersigned and approves and ratifies any such release of information.

    The undersigned hereby grants unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite
and necessary in connection with such matters and hereby ratifies and confirms all that any such attorney-in-fact and agent or substitute may do or cause to
be done by virtue hereof.

    The undersigned acknowledges that:

    (i)    neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned?s responsibility to comply with the requirement
of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), (ii) any liability of the undersigned for any failure to comply with such requirements or (iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and

    (ii)    this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned?s obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

           This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

             IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.

Date:  September 28, 2016        /s/ Tom Kershaw
                        _________________________
                        Tom Kershaw






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