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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL 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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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) |
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) |
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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Common Stock Purchase Warrant | $ 5.5 | 08/14/2020 | C | 55,541 (2) (4) | 08/14/2020 | 08/14/2025 | Common Stock | (4) | 55,541 |
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, NY 10003 |
X | X | See Remarks |
/s/ Paul D. Roberts | 02/22/2021 | |
**Signature of Reporting Person | Date |
* | 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 $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. |