SEC Form 4 · accession 0001209191-17-022173
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 21, 2017
Accepted (ET)
Mar 22, 2017 · 6:56 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,F2 | Mar 21, 2017 | P | 7,000 | $3.50 | A | 2,136,645 | I | See footnote |
| Common Stock | holding | — | — | — | 222,234 | D | ||
| Common StockF3 | holding | — | — | — | 1,373,646 | I | See footnote | |
| Common StockF4 | holding | — | — | — | 8,130 | I | See footnote. | |
| Common StockF5 | holding | — | — | — | 116,666 | D | ||
| Common StockF6,F4 | holding | — | — | — | 1,000,000 | I | See footnote. | |
| Common StockF7,F8,F9 | holding | — | — | — | 5,000,000 | D |
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 $3.40 to $3.60, with a weighted average price per share of $3.50. 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.
- F2Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.
- F3Shares held by Birchtree Capital, LLC, of which Mr. Brauser is the manager.
- F4Represents pro-rata ownership of securities held by entities over which the reporting person exercises investment control.
- F5Represents 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.
- F6Represents 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.
- F7On 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.
- F8The 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.
- F9The 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.