SEC Form 4 · accession 0001209191-18-009843
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Conlin
10% Owner · Other
Period of report
Feb 13, 2018
Accepted (ET)
Feb 14, 2018 · 7:33 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 | Feb 13, 2018 | P | 20,000 | $2.81 | A | 4,397,980 | D | |
| Common StockF2,F3 | holding | — | — | — | 50,000 | D | ||
| Common StockF3,F4,F5 | holding | — | — | — | 550,000 | D | ||
| Common Stock | holding | — | — | — | 2,000,000 | I | Held by RSMC Partners, LLC of which the reporting person is a member. | |
| Common Stock | holding | — | — | — | 1,077,040 | I | Held by GRAT in which reporting person is Sole Trustee | |
| Common Stock | holding | — | — | — | 20,000 | I | Held by Conlin Family Foundation Trust in which the Reporting Person serves as co-trustee. |
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 $2.70 to $2.90, with a weighted average price per share of $2.81. 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.
- F2On April 13, 2017, the reporting person received a grant of 50,000 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 February 1, 2018, 2019 and 2020, subject to accelerated vesting under certain conditions.
- F3The 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.
- F4On December 8, 2015, the reporting person received a grant, subject to stockholder approval, of 550,000 RSUs, convertible into common stock of the issuer on a one-for-one basis. Stockholder approval was obtained on June 1, 2016. The RSUs are subject to vesting over a three-year period of 30% on January 1, 2017, 30% on January 1, 2018 and 40% on January 1, 2019 (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. Any subsequent tranches will vest in accordance with the Time Conditions.
- F5The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.