SEC Form 4 · accession 0001209191-17-027079
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Swayman
Director
Period of report
Apr 13, 2017
Accepted (ET)
Apr 17, 2017 · 4:58 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 StockF2,F3 | Apr 13, 2017 | A | 5,000 | $0.00 | A | 5,000 | D | |
| Common Stock | holding | — | — | — | 60,000 | I | Held by Family Trust in which the reporting person is a Co-Trustee | |
| Common StockF4,F5,F6 | holding | — | — | — | 5,000 | D | ||
| Common StockF7 | holding | — | — | — | 16,666 | D | ||
| Common Stock | holding | — | — | — | 13,334 | D | ||
| Common StockF8 | holding | — | — | — | 8,130 | I | By LLC |
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 April 13, 2017, the reporting person received a grant of 5,000 RSUS, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest on June 1, 2017, subject to accelerated vesting under certain conditions.
- F4On November 16, 2015, the reporting person received a grant, subject to stockholder approval which was obtained June 1, 2016, of 5,000 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.
- F5The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.
- F6The 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.
- F7Represents RSUs convertible into common stock of the issuer on a one-for-one basis. The RSUs vest in two approximately equal installments on June 16, 2017 and 2018, subject to accelerated vesting under certain conditions.
- F8Represents pro rata ownership of securities of the issuer held by a limited liability company over which the reporting person exercises investment control.