SEC Form 4 · accession 0001209191-17-057228
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
Sep 7, 2017
Accepted (ET)
Oct 17, 2017 · 8:18 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 | Sep 7, 2017 | A | 150,000 | $0.00 | A | 647,813 | D | |
| Common StockF2 | Sep 11, 2017 | S | 15,200 | $5.25 | D | 632,613 | D | |
| Common StockF3 | Sep 12, 2017 | S | 30,000 | $4.83 | D | 602,613 | D | |
| Common StockF4 | Sep 13, 2017 | S | 14,100 | $4.70 | D | 588,513 | D | |
| Common StockF5 | holding | — | — | — | 58,333 | D | ||
| Common StockF6 | holding | — | — | — | 333,333 | D | ||
| Common StockF7 | holding | — | — | — | 83,333 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On September 7, 2017, the Reporting Person received a grant of 300,000 shares of restricted stock. The shares vest 50% on the date of issuance, 25% on September 1, 2018 and 25% on September 1, 2019, and are subject to certain lock-up restrictions, with 100,000 shares subject to lock-up until September 1, 2018, 100,000 shares subject to lock-up until September 1, 2019 and 100,000 shares subject to lock-up until September 1, 2020, with the Reporting Person able to sell the shares to pay any tax obligation in connection with the issuance. The lock-up restrictions cease upon a change of control.
- F2Represents the sale of 15,200 shares with a weighted average sales price of $5.25 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The Reporting Person undertakes to provide Cogint, Inc., any security holder of Cogint, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in this footnote.
- F3Represents the sale of 30,000 shares with a weighted average sales price of $4.83 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The Reporting Person undertakes to provide Cogint, Inc., any security holder of Cogint, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in this footnote.
- F4Represents the sale of 14,100 shares with a weighted average sales price of $4.70 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. The Reporting Person undertakes to provide Cogint, Inc., any security holder of Cogint, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in this footnote.
- 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.
- F6Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest 50% on November 16, 2017 and November 16, 2018, subject to accelerated vesting under certain conditions.
- F7Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest 50% on June 1, 2018 and June 1, 2019, subject to accelerated vesting under certain conditions.