SEC Form 4 · accession 0001209191-15-081070
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 16, 2015
Accepted (ET)
Nov 18, 2015 · 6:19 pm EST
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 B Non-Voting Convertible Preferred StockF2,F3,F1 | — | Nov 16, 2015 | P | 119,940 | A | — | — | Common Stock | 5,997,000 | 119,940 | I |
| Series B Non-Voting Convertible Preferred StockF4,F3,F1 | — | Nov 16, 2015 | P | 20,990 | A | — | — | Common Stock | 1,049,500 | 140,930 | I |
| WarrantF6,F3,F5 | $6.67 | Nov 16, 2015 | P | 524,750 | A | — | — | Common Stock | 524,750 | 524,750 | I |
Explanation of responses
- F1The Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") will automatically convert on a one-for-fifty basis into common stock of the Company (the "Common Stock") on the date that is the twenty first (21st) day following the mailing of the information statement to the Company's stockholders disclosing the Company's stockholders' approval of the issuance of the Common Stock underlying the Series B Preferred Stock, without any further action on the part of the Company or any holder of the Series B Preferred Stock.
- F2These shares were purchased for an aggregate purchase price of $40,000,000, or approximately $333.50 per share.
- F3The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- F4The shares were purchased for an aggregate purchase price of $7,000,000, or approximately $333.50 per share.
- F5The Warrant is exercisable for all or any part of the shares of Common Stock purchasable thereunder on the date that is the twenty first (21st) day following the mailing of the information statement to the Company's stockholders disclosing the Company's stockholders' approval of the Common Stock issuable upon conversion of the Series B Preferred Stock, and prior to 5:00 p.m., Eastern Time, on the ten-year anniversary of November 16, 2015.
- F6The Warrant was included as part of the purchase price for the 20,990 shares of Series B Preferred Stock of the Company, as described above in footnote (4).