Amendment: SEC Form SC 13G/A filed by Magnite Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G
(Amendment No.)* 2

Under the Securities Exchange Act of 1934

Magnite, Inc.
(Name of Issuer)

Common Stock, par value $0.00001 per share
(Title of Class of Securities)

78112V102

(CUSIP Number)

November 12, 2024 (September 16, 2024)
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1(a). Name of Issuer:

Magnite, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

1250 Broadway, 15th Floor, New York, New York 10001

Item 2(a). Name of Person Filing:

RTL Group GmbH,

RTL Group S.A. and

Bertelsmann SE & Co. KGaA (each a “Reporting Person”)

Item 2(b). Address of Principal Business Office or, if none, Residence:

RTL Group GmbH – PICASSOPLATZ 1, D-50679 COLOGNE, GERMANY

RTL Group S.A. – 43 Boulevard Pierre Frieden, L-1543 Luxembourg, Grand Duchy of Luxembourg

Bertelsmann SE & Co. KGaA – Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany

Item 2(c). Citizenship:

RTL Group GmbH. – Germany

RTL Group S.A. – Luxembourg

Bertelsmann SE & Co. KGaA – Germany

Item 2(d). Titles of Classes of Securities:

Common Stock, par value $0.00001 per share

Item 2(e). CUSIP Number:

78112V102

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

Item 4. Ownership

The responses to Items 5-11 of the cover pages of this amended Schedule 13G are incorporated by reference herein.

RTL Group GmbH is a wholly owned indirect subsidiary of RTL Group S.A. Bertelsmann SE & Co. KGaA is the majority shareholder of RTL Group S.A.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

 Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Dated: November 6, 2024

Exhibit Index

Exhibit A

Joint Filing Agreement

The undersigned hereby agrees that they are filing jointly pursuant to Rule 13-d-1(k)(1) of the Securities Exchange Act of 1934, as amended, with respect to shares of Common Stock of Magnite, Inc. The undersigned further agree and acknowledge that such shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: May 21, 2021