SEC Form 4 · accession 0001209191-16-148778
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Derek Dubner
Officer — Chief Executive Officer · Director
Period of report
Nov 4, 2016
Accepted (ET)
Nov 8, 2016 · 8:05 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 | 3,000 | $3.6552 | A | 51,846 | D | |
| Common StockF2 | Nov 4, 2016 | M | 400,000 | $0.00 | A | 451,846 | D | |
| Common StockF3 | Nov 4, 2016 | F | 160,000 | $2.95 | D | 291,846 | D | |
| Common StockF4,F5 | holding | — | — | — | 500,000 | D | ||
| Common StockF6 | holding | — | — | — | 116,666 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F7 | $0.00 | Nov 4, 2016 | M | 400,000 | D | — | — | Common Stock | 400,000 | 0 | D |
Explanation of responses
- F1The shares were purchased in multiple transactions at prices ranging from $3.282 to $3.7943, with a weighted average price per share of $3.6552. 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.
- F2Represents the vesting and delivery of 400,000 shares of common stock underlying restricted stock units originally granted to the reporting person on September 30, 2014.
- F3Represents the payment of a tax liability by the withholding of 160,000 shares of common stock upon vesting of the restricted stock units and delivery of the underlying shares.
- F4On 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 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.
- F5The 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.
- F6Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The 116,666 remaining restricted stock units vest annually in two equal installments on March 21, 2017 and March 21, 2018, subject to accelerated vesting in certain conditions.
- F7Each restricted stock unit represents the right to receive one share of common stock.