SEC Form 4 · accession 0001209191-17-027082
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Derek Dubner
Officer — Chief Executive Officer · Director
Period of report
Mar 14, 2017
Accepted (ET)
Apr 17, 2017 · 5:02 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 | Mar 14, 2017 | A | 112,250 | $3.60 | A | 406,096 | D | |
| Common StockF1,F3,F4 | Mar 14, 2017 | F | 54,417 | $3.60 | D | 333,333 | D | |
| Common StockF5,F6 | Apr 13, 2017 | A | 125,000 | $0.00 | A | 125,000 | D | |
| Common Stock | holding | — | — | — | 58,334 | D | ||
| Common StockF1,F7 | holding | — | — | — | 58,332 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents RSUs, convertible into common stock of the issuer on a one-for-one basis.
- F2Represents the vesting of 112,250 shares of common stock underlying restricted stock units ("RSUs") originally granted to the reporting person on November 16, 2015.
- F3Represents the payment of a tax liability upon vesting of the RSUs. On November 16, 2015, the reporting person received a grant, subject to stockholder approval which was obtained June 1, 2016, of 500,000 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 are subject to accelerated vesting under certain conditions.
- F5On April 13, 2017, the reporting person received a grant of 125,000 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.
- F6Within 30 days of the effective grant date, the reporting person may elect to defer delivery of any vested RSUs until a later date.
- F7The RSUs vest on March 21, 2018, subject to accelerated vesting in certain conditions.