SEC Form 4 · accession 0001209191-16-125815
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Patrick Reilly
Officer — President
Period of report
Jun 1, 2016
Accepted (ET)
Jun 3, 2016 · 6:46 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 StockF1,F2 | Jun 1, 2016 | A | 500,000 | $0.00 | A | 500,000 | D | |
| Common Stock | holding | — | — | — | 32,238 | D | ||
| Common StockF3 | holding | — | — | — | 83,333 | D | ||
| Common StockF4 | holding | — | — | — | 200,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 16, 2015, the reporting person received a grant, subject to stockholder approval, of 500,000 restricted stock units ("RSUs"), convertible into common stock of the issuer on a one-for-one basis. Stockholder approval was obtained on June 1, 2016. The RSUs vest in three equal annual installments beginning November 16, 2016 (the "Time Conditions") provided, however, that no tranche of RSUs will vest until it is determined that IDI has exceeded certain revenue targets and achieved positive EBITDA in any one fiscal year during the vesting period (the "Performance Conditions"). Upon a determination that IDI has exceeded the Performance Conditions, any RSUs that would have otherwise vested in accordance with the Time Conditions will vest at the time of such determination. Any subsequent tranches will vest in accordance with the Time Conditions.
- F2The RSUs will immediately vest upon (i) a Change of Control, (ii) a termination of the reporting person's employment without cause, (iii) by the reporting person for Good Reason, or (iv) the reporting person's death or disability.
- F3Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The 83,333 remaining restricted stock units vest annually in approximately two equal installments on March 21, 2017, and 2018, subject to accelerated vesting under certain conditions.
- F4Represents 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 December 30, 2014 through September 30, 2016 subject to accelerated vesting under certain conditions.