Sec Form 5/A Filing - Roberts Paul Damian @ Kubient, Inc. - 2020-12-31

FORM 5/A 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 Roberts Paul Damian 2. Issuer Name and Ticker or Trading Symbol Kubient, Inc. [ KBNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (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) 02/16/2021 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 55,541 ( 1 ) ( 2 ) A 2,111,073 ( 3 ) D Common Stock 11/20/2020 A V 12,658 ( 2 ) A $ 0 2,123,731 ( 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 55,541 ( 2 ) ( 4 ) 08/14/2020 08/14/2025 Common Stock 55,541 ( 4 ) 55,541 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Roberts Paul Damian C/O KUBIENT, INC. 228 PARK AVENUE SOUTH, SUITE 72602 NEW YORK, NY10003 X X See Remarks Signatures /s/ Paul D. Roberts 02/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the shares of common stock of Kubient, Inc. (the "Company") issued upon conversion of $277,705 of promissory notes that, upon the initial public offering of the Company, converted into 55,541 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. ( 2 )Not previously reported on Form 4. ( 3 )Includes 666,667 shares of common stock held by the Paul Roberts 2019 Annuity Trust, of which the Reporting Person is a partial beneficiary. The Reporting Person's spouse is trustee of the trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. Does not include 29,859 shares of common stock underlying stock options exercisable within 60 days. Also does not include 55,541 shares of common stock underlying five-year warrants issued on August 14, 2020, which are reported on Table II of this Form 5. ( 4 )Represents the warrants to purchase shares of common stock issued upon conversion of $277,705 of promissory notes that, upon the initial public offering of the Company, converted into 55,541 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.

Remarks: Interim Chief Executive Officer, Chief Strategy Officer, President and Chairman. This amendment to the Reporting Person's Form 5 originally filed on February 16, 2021 (the "Original Filing") is to remove an erroneous sentence in Footnote 3 inadvertently included in the Original Filing.

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.