SEC Form 4 · accession 0001209191-17-061025
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Brauser
Officer — Executive Chairman · Director
Period of report
Nov 15, 2017
Accepted (ET)
Nov 16, 2017 · 6:51 am EST
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 | Nov 15, 2017 | P | 5,000 | $4.13 | A | 2,149,645 | I | See footnote |
| Common StockF3 | Nov 15, 2017 | P | 2,500 | $4.00 | A | 5,100 | I | See Footnote |
| Common Stock | holding | — | — | — | 329,235 | D | ||
| Common StockF4 | holding | — | — | — | 83,333 | D | ||
| Common StockF5 | holding | — | — | — | 1,373,646 | I | See footnote | |
| Common StockF6 | holding | — | — | — | 8,130 | I | See footnote. | |
| Common StockF7 | holding | — | — | — | 58,332 | D | ||
| Common StockF8,F6 | holding | — | — | — | 1,000,000 | I | See footnote. | |
| Common StockF9,F10 | holding | — | — | — | 5,000,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The shares were purchased in multiple transactions at prices ranging from $4.1 to $4.25, with a weighted average price per share of $4.13. 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 purchased at each separate price with the ranges set forth in this footnote.
- F10The RSUs will immediately vest upon (i) a Change of Control, (ii) a termination of the reporting person's employment without cause, (iii) by the reporting person for Good Reason, or (iv) the reporting person's death or disability. The 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.
- F2Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.
- F3Held by Betsy and Michael Brauser Charitable Family Foundation, Inc., of which Mr. Brauser is a director.
- F4Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest in approximate equal installments on June 1, 2018 and 2019, subject to accelerated vesting under certain circumstances.
- F5Shares held by Birchtree Capital, LLC, of which Mr. Brauser is the manager.
- F6Represents pro-rata ownership of securities held by entities over which the reporting person exercises investment control.
- F7Represents 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.
- F8Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest annually in four equal installments from October 13, 2015 through October 13, 2018 subject to achievement of certain performance milestones by the issuer and accelerated vesting under certain conditions.
- F9On November 16, 2015, the reporting person received a grant, subject to stockholder approval which was obtained June 1, 2016, of 5,000,000 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.