SEC Form 4 · accession 0001209191-16-148775
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Swayman
Director
Period of report
Nov 7, 2016
Accepted (ET)
Nov 8, 2016 · 8:01 am 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 | Nov 7, 2016 | P | 10,000 | $3.68 | A | 10,000 | I | Held by Family Trust in which the reporting person is a Co-Trustee |
| Common StockF2,F3,F4 | holding | — | — | — | 5,000 | D | ||
| Common StockF5 | holding | — | — | — | 16,666 | D | ||
| Common Stock | holding | — | — | — | 13,334 | D | ||
| Common StockF6 | holding | — | — | — | 8,130 | I | By LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were purchased in multiple transactions at prices ranging from $3.45 to $3.75, with a weighted average price per share of $3.68. The reporting person undertakes to provide Cogint, Inc., any security holder of Cogint, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote.
- F2On November 16, 2015, the reporting person received a grant, subject to stockholder approval, of 5,000 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 Cogint, Inc. 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 Cogint, Inc. 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.
- F3The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.
- F4The reporting person has elected to defer delivery of any vested RSUs until the reporting person's separation of service from the Company or death or disability.
- F5Represents restricted stock units convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest in two approximately equal installments on June 16, 2017 and 2018, subject to accelerated vesting under certain conditions.
- F6Represents pro rata ownership of securities of the issuer held by a limited liability company over which the reporting person exercises investment control.