SEC Form 4 · accession 0001209191-16-148776
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Michael Brauser
Officer — Executive Chairman · Director
Period of report
Nov 4, 2016
Accepted (ET)
Nov 8, 2016 · 8:04 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 4, 2016 | A | 100,000 | $0.00 | A | 221,734 | D | |
| Common StockF2 | Nov 4, 2016 | F | 27,350 | $2.95 | D | 194,384 | D | |
| Common StockF3 | holding | — | — | — | 2,084,145 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 1,373,646 | I | See footnote | |
| Common StockF5 | holding | — | — | — | 8,130 | I | See footnote. | |
| Common StockF6 | holding | — | — | — | 116,666 | D | ||
| Common StockF7,F5 | holding | — | — | — | 1,000,000 | I | See footnote. | |
| Common StockF8,F9,F10 | holding | — | — | — | 5,000,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the vesting and delivery of 100,000 shares of common stock underlying restricted stock units originally granted to the reporting person on October 2, 2014.
- F10The 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.
- F2Represents the payment of a tax liability by the withholding of 27,350 shares of common stock upon vesting of the restricted stock units and delivery of the underlying shares.
- F3Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.
- F4Shares held by Birchtree Capital, LLC, of which Mr. Brauser is the manager.
- F5Represents pro-rata ownership of securities held by entities over which the reporting person exercises investment control.
- F6Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest in equal installments of 58,333 shares on each of March 21, 2017 and 2018, subject to accelerated vesting under certain conditions.
- F7Represents 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.
- F8On November 16, 2015, the reporting person received a grant, subject to stockholder approval, of 5,000,000 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 four 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.
- F9The 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.