SEC Form 4 · accession 0001209191-15-028966
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel Brauser
Director
Period of report
Mar 21, 2015
Accepted (ET)
Mar 24, 2015 · 6:01 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Non-Voting Convertible Preferred StockF2,F1 | — | Mar 21, 2015 | A | 52,507 | A | — | — | Common Stock | 52,507 | 52,507 | D |
| Restricted Stock UnitsF4,F3,F5 | — | Mar 21, 2015 | A | 100,000 | A | — | — | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1The Series A Non-Voting Convertible Preferred Stock converts into shares of Tiger Media, Inc. ("Tiger Media") common stock on a one for one basis only if Mr. Brauser sells the underlying Tiger Media shares of common stock to a non-affiliated third party, at which time the Series A Non-Voting Convertible Preferred Stock shall convert. This Form 4 does not include up to 22,503 shares of Series A Non-Voting Convertible Preferred Stock of Tiger Media that may be issued to Mr. Brauser to the extent certain revenue targets are achieved as set forth in the Merger Agreement and Plan of Reorganization by and among Tiger Media, The Best One, Inc. ("TBO") and the other parties thereto, dated December 14, 2014, as amended (the "Merger Agreement").
- F2Received in exchange for preferred stock of TBO pursuant to the Merger Agreement.
- F3Each restricted stock unit represents the right to receive one share of common stock.
- F4Represents restricted stock units assumed by Tiger Media pursuant to the Merger Agreement.
- F5The restricted stock units were originally granted to Mr. Brauser on October 2, 2014. The restricted stock units vest in equal quarterly installments over a two year period commencing on January 2, 2015. 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.