SEC Form 4 · accession 0001209191-17-061672
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
Nov 17, 2017
Accepted (ET)
Nov 20, 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 Stock | Nov 17, 2017 | P | 4,000 | $3.95 | A | 42,428 | D | |
| Common StockF1 | holding | — | — | — | 26,666 | D | ||
| Common StockF2 | holding | — | — | — | 10,000 | D | ||
| Common StockF3 | holding | — | — | — | 13,333 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents restricted stock units (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.
- F2Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest annually in two equal annual installments of 5,000 shares on August 22, 2018 and August 22, 2019, subject to accelerated vesting under certain conditions.
- F3On 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.