SEC Form 4 · accession 0001209191-17-027091
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Alan Dell
Officer — Chief Information Officer
Period of report
Apr 13, 2017
Accepted (ET)
Apr 17, 2017 · 5:08 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 | 40,000 | $0.00 | A | 40,000 | D | |
| Common Stock | holding | — | — | — | 20,094 | D | ||
| Common StockF3 | holding | — | — | — | 15,000 | D | ||
| Common StockF4 | holding | — | — | — | 13,333 | 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 40,000 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.
- F3Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest annually in three equal installments of 5,000 shares annually on August 22, 2017, August 22, 2018 and August 22, 2019, 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 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.