SEC Form 4 · accession 0001209191-17-027062
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
Apr 13, 2017
Accepted (ET)
Apr 17, 2017 · 4:42 pm 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 | Apr 13, 2017 | A | 125,000 | $0.00 | A | 125,000 | D | |
| Common StockF3 | holding | — | — | — | 2,144,645 | I | See footnote | |
| Common Stock | holding | — | — | — | 280,568 | D | ||
| Common StockF4 | holding | — | — | — | 1,373,646 | I | See footnote | |
| Common StockF5 | holding | — | — | — | 8,130 | I | See footnote. | |
| Common StockF6 | holding | — | — | — | 58,332 | 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
- F1On April 13, 2017, the reporting person received a grant of 125,000 restricted stock units ("RSUs"), convertible into common stock of the issuer on a one-for-one basis. The RSUs vest in three approximately equal installments on June 1, 2017, 2018 and 2019, subject to accelerated vesting under certain conditions.
- 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.
- F2Within 30 days of the effective grant date, the reporting person may elect to defer delivery of any vested RSUs until a later date.
- 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 RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest on March 21, 2018, subject to accelerated vesting under certain conditions.
- F7Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs 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 which was obtained June 1, 2016, of 5,000,000 RSUs, convertible into common stock of the issuer on a one-for-one basis. 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"). Cogint, Inc. determined the Performance Conditions were met effective March 14, 2017. As such, the subsequent tranches vest equally on November 16, 2017 and November 16, 2018.
- 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.