SEC Form 4 · accession 0001209191-17-027064
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert N Fried
Director
Period of report
Apr 13, 2017
Accepted (ET)
Apr 17, 2017 · 4:46 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 | 15,000 | $0.00 | A | 15,000 | D | |
| Common Stock | holding | — | — | — | 360,672 | D | ||
| Common StockF3,F4 | holding | — | — | — | 13,333 | D | ||
| Common StockF5 | holding | — | — | — | 16,666 | 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 15,000 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.
- F2Within 30 days of the effective grant date, the reporting person may elect to defer delivery of any vested RSUs until a later date.
- F3On November 16, 2015, the reporting person received a grant, subject to stockholder approval which was obtained June 1, 2016, of 20,000 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.
- F4The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.
- F5Represents 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.