SEC Form 4 · accession 0001209191-17-020693
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Brauser
Officer — Executive Chairman · Director
Period of report
Mar 14, 2017
Accepted (ET)
Mar 15, 2017 · 6:54 am 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 | Mar 14, 2017 | P | 5,000 | $3.60 | A | 2,129,645 | I | See footnote |
| Common Stock | holding | — | — | — | 222,234 | D | ||
| Common StockF2 | holding | — | — | — | 1,373,646 | I | See footnote | |
| Common StockF3 | holding | — | — | — | 8,130 | I | See footnote. | |
| Common StockF4 | holding | — | — | — | 116,666 | D | ||
| Common StockF5,F3 | holding | — | — | — | 1,000,000 | I | See footnote. | |
| Common StockF6,F7,F8 | holding | — | — | — | 5,000,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.
- F2Shares held by Birchtree Capital, LLC, of which Mr. Brauser is the manager.
- F3Represents pro-rata ownership of securities held by entities over which the reporting person exercises investment control.
- F4Represents 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.
- F5Represents 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.
- F6On 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.
- F7The 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.
- F8The 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.