Sec Form 5 Filing - BORDES PETER A JR @ Kubient, Inc. - 2020-12-31

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 5
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
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
BORDES PETER A JR
2. Issuer Name and Ticker or Trading Symbol
Kubient, Inc. [ KBNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former Chief Executive Officer
(Last) (First) (Middle)
C/O KUBIENT, INC., 228 PARK AVENUE SOUTH, SUITE 72602
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2020
(Street)
NEW YORK, NY10003
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 08/14/2020 C V 218,780 ( 1 ) ( 2 ) A 238,522 ( 3 ) D
Common Stock 11/20/2020 A V 15,000 ( 2 ) A $ 0 253,522 ( 3 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant $ 5.5 08/14/2020 C V 218,780 ( 2 ) ( 4 ) ( 5 ) 08/14/2020 08/14/2025 Common Stock 218,780 ( 5 ) ( 4 ) 218,780 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BORDES PETER A JR
C/O KUBIENT, INC.
228 PARK AVENUE SOUTH, SUITE 72602
NEW YORK, NY10003
Former Chief Executive Officer
Signatures
/s/ Peter A. Bordes, Jr. 02/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the shares of common stock of Kubient, Inc. (the "Company") issued upon conversion of $859,434 of promissory notes that, upon the initial public offering of the Company, converted into 218,780 immediately-separable units composed of (i) one share of common stock, and (ii) one warrant to purchase one share of common stock at a price of $5.50 per share. Includes 62,470 such units held by Trajectory Capital LLC, over which the reporting person has voting and dispositive power.
( 2 )Not previously reported on Form 4.
( 3 )Includes 62,470 shares of common stock held by Trajectory Capital LLC, over which the reporting person has voting and dispositive power. Does not include 218,780 shares of common stock underlying five-year warrants issued on August 14, 2020, which are reported on Table II of this Form 5. Additionally, does not include 147,429 immediately-separable units composed of (i) one share of common stock, and (ii) one warrant to purchase one share of common stock at a price of $5.50 per share, underlying five-year warrants issued on November 6, 2019.
( 4 )Represents the warrants to purchase shares of common stock issued upon conversion of $859,434 of promissory notes that, upon the initial public offering of the Company, converted into 218,780 immediately-separable units composed of (i) one share of common stock, and (ii) one warrant to purchase one share of common stock at a price of $5.50 per share.
( 5 )Includes 62,470 warrants to purchase one share of common stock held by Trajectory Capital LLC, over which the reporting person has voting and dispositive power.

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 Number.