SEC Form 4 · accession 0001209191-17-005269
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Conlin
10% Owner · Other
Period of report
Jan 23, 2017
Accepted (ET)
Jan 24, 2017 · 4:12 pm 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 Stock | Jan 23, 2017 | P | 100,000 | $3.15 | A | 5,455,020 | D | |
| Common StockF1,F2 | holding | — | — | — | 550,000 | D | ||
| Common Stock | holding | — | — | — | 2,000,000 | I | Held by RSMC Partners, LLC of which the reporting person is a member. | |
| Common Stock | holding | — | — | — | 20,000 | I | Held by Conlin Family Foundation Trust in which the Reporting Person serves as co-trustee. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 8, 2015, the reporting person received a grant, subject to stockholder approval, of 550,000 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 are subject to vesting over a three-year period of 30% on January 1, 2017, 30% on January 1, 2018 and 40% on January 1, 2019 (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, or (ii) the reporting person's death or disability.