SEC Form 4 · accession 0001209191-15-028928
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Derek Dubner
Officer — Co-Chief Executive Officer · Director
Period of report
Mar 21, 2015
Accepted (ET)
Mar 24, 2015 · 5:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001460329
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F1,F3 | — | Mar 21, 2015 | A | 400,000 | A | — | — | Common Stock | 400,000 | 400,000 | D |
Explanation of responses
- F1Each restricted stock unit represents the right to receive one share of common stock.
- F2Represents restricted stock units assumed by Tiger Media, Inc. pursuant to the Merger Agreement and Plan of Reorganization by and among Tiger Media, Inc., The Best One, Inc. ("TBO") and the other parties thereto, dated December 14, 2014, as amended (the "Merger Agreement").
- F3The restricted stock units were originally granted to Mr. Dubner on September 30, 2014 in connection with his employment with TBO. The restricted stock units vest in equal quarterly installments during the two year term of his employment agreement from September 30, 2014 to September 30, 2016. The restricted stock units immediately vest upon a change of control of TBO. The acquisition of TBO pursuant to the Merger Agreement was not deemed a change of control for vesting.