SEC Form 4 · accession 0001209191-16-108678

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

Mar 11, 2016

Accepted (ET)

Mar 15, 2016 · 7:19 pm EDT

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 Stock^F1,F2	Mar 11, 2016	C	2,030,945	—	A	2,051,445	I	See Footnote
Common Stock^F1,F3	Mar 11, 2016	C	954,116	—	A	954,116	I	See Footnote
Common Stock	holding	—	—		—	61,400	D
Common Stock^F3	holding	—	—		—	8,130	I	See Footnote
Common Stock^F4	holding	—	—		—	175,000	D
Common Stock^F5	holding	—	—		—	100,000	D
Common Stock^F6,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 A Non-Voting Convertible Preferred Stock^F8,F2,F7	—	Mar 11, 2016	A	567,069	A	—	—	Common Stock	567,069	2,030,945	I
Series A Non-Voting Convertible Preferred Stock^F8,F3,F7	—	Mar 11, 2016	A	243,030	A	—	—	Common Stock	243,030	954,116	I
Series A Non-Voting Convertible Preferred Stock^F1,F2,F7	—	Mar 11, 2016	C	2,030,945	D	—	—	Common Stock	2,030,945	0	I
Series A Non-Voting Convertible Preferred Stock^F1,F3,F7	—	Mar 11, 2016	C	954,116	D	—	—	Common Stock	954,116	0	I

Explanation of responses

F1The shares of Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") were issued as transaction consideration and as earn-out consideration in connection with that certain Merger Agreement and Plan of Reorganization dated as of December 14, 2014, as amended, to which the Company is a party.
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.
F7Each share of Series A Preferred Stock automatically converted on a one-for-one basis into common stock of the Company (the "Common Stock") on March 11, 2016, and had no expiration date.
F8The shares of Series A Preferred Stock were issued as earn-out consideration in connection with that certain Merger Agreement and Plan of Reorganization dated as of December 14, 2014, as amended, to which the Company is a party.