SEC Form 4 · accession 0001209191-16-102011
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Brauser
Officer — Executive Chairman · Director
Period of report
Feb 22, 2016
Accepted (ET)
Feb 24, 2016 · 5:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001460329
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 22, 2016 | C | 20,000 | — | A | 58,400 | D | |
| Common StockF2 | holding | — | — | — | 15,000 | I | See footnote | |
| Common StockF3 | holding | — | — | — | 8,130 | I | See footnote. | |
| Common StockF4 | holding | — | — | — | 175,000 | D | ||
| Common StockF5 | holding | — | — | — | 100,000 | D | ||
| Common StockF6,F3 | holding | — | — | — | 1,000,000 | I | See footnote. |
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 StockF1 | — | Feb 22, 2016 | C | 400 | D | — | — | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1Each share of Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") automatically converted on a one-for-fifty basis into common stock of the Company (the "Common Stock") on February 22, 2016, and had no expiration date.
- F2Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.
- F3Represents pro-rata ownership of securities held by entities over which the reporting person exercises investment control.
- F4Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest in three approximately equal installments on March 21, 2016, 2017 and 2018, subject to accelerated vesting under certain conditions.
- F5Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest quarterly in eight equal installments from January 2, 2015 through October 2, 2016 subject to accelerated vesting under certain conditions.
- F6Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest annually in four equal installments from October 13, 2015 through October 13, 2018 subject to achievement of certain performance milestones by the issuer and accelerated vesting under certain conditions.