FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Andrews Christopher
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 Digital Officer
(Last)
(First)
(Middle)

C/O KUBIENT, INC., 228 PARK AVENUE SOUTH, SUITE 72602
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020
(Street)


NEW YORK, NY 10003
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 08/14/2020   C 128,522 (1) (2) A $ (1) 130,745 (3) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant $ 5.5 08/14/2020   C 128,522 (2) (4)   08/14/2020 08/14/2025 Common Stock
128,522
(4) 128,522
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Andrews Christopher
C/O KUBIENT, INC.
228 PARK AVENUE SOUTH, SUITE 72602
NEW YORK, NY 10003
      Former Chief Digital Officer

Signatures

/s/ Christopher Andrews 02/15/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the shares of common stock of Kubient, Inc. (the "Company") issued upon conversion of $480,124 of promissory notes that, upon the initial public offering of the Company, converted into 128,522 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) Does not include 6,240 shares of common stock underlying stock options exercisable within 60 days. Also does not include 128,522 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 102,857 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 $480,124 of promissory notes that, upon the initial public offering of the Company, converted into 128,522 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.

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