SEC Form 4 · accession 0001209191-17-039316
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
Jun 8, 2017
Accepted (ET)
Jun 12, 2017 · 8:29 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 | Jun 8, 2017 | A | 24,845 | $0.00 | A | 497,813 | D | |
| Common StockF2,F3 | Jun 8, 2017 | F | 16,822 | $4.20 | D | 83,333 | D | |
| Common StockF2,F4 | holding | — | — | — | 333,333 | D | ||
| Common StockF2,F5 | holding | — | — | — | 58,332 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the vesting of 24,845 shares of common stock underlying RSUs originally granted to the reporting person on April 13, 2017.
- F2Represents RSUs, convertible into common stock of the issuer on a one-for-one basis.
- F3Represents the payment of a tax liability upon vesting of the RSUs. The remaining RSUs vest in approximately two equal installments on June 1, 2018 and 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 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 and 166,667 RSUs vested. The two subsequent tranches vest approximately equally on November 16, 2017 and November 16, 2018, subject to accelerated vesting in certain conditions.
- F5The RSUs vest on March 21, 2018, subject to accelerated vesting in certain conditions.