SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/12/2020 | 3. Issuer Name and Ticker or Trading Symbol Kubient, Inc. [ KBNT ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (right to buy) | (1) | 10/02/2023 | Common Stock | 2,967 | 33.75 | D | |
Convertible Security | (2) | (2) | Common Stock | (2) | (2) | D | |
Convertible Security | (3) | (3) | Common Stock | (3) | (3) | I | See footnote(3) |
Explanation of Responses: |
1. The option vests in monthly installments over four years, beginning on October 2, 2020. |
2. The reported item represents $516,000 of promissory notes held by Mr. Bordes that are not currently convertible but are contingently convertible at the time of the initial public offering of Kubient, Inc. The conversion price for such shares is the lesser of (i) the product of (x) 70% and (y) the per share purchase price of shares or other units in the initial public offering; and (ii) the quotient obtained by dividing $18,000,000 by (y) the number of outstanding shares of Common Stock immediately prior to such conversion. |
3. The reported item represents $310,000 of promissory notes that are not currently convertible but are contingently convertible at the time of the initial public offering of the Company. The promissory notes are held by Trajectory Capital LLC, over which Mr. Bordes has voting and dispositive power. The conversion price for such shares is the fair market value at the time of conversion. |
/s/ Peter A. Bordes | 08/11/2020 | |
** Signature of Reporting Person | Date | |
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 5 (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. |