SEC Form 4 · accession 0001209191-18-022259
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan Schulke
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Mar 29, 2018
Accepted (ET)
Apr 2, 2018 · 6:53 am 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 | Mar 29, 2018 | P | 100,000 | $2.54 | A | 6,364,537 | D | |
| Common StockF2 | holding | — | — | — | 480,000 | D | ||
| Common StockF3 | holding | — | — | — | 80,000 | D | ||
| Common Stock | holding | — | — | — | 2,000,000 | I | Held by RSMC Partners, LLC, of which the reporting person is a member. | |
| Common StockF4,F5 | holding | — | — | — | 50,000 | D | ||
| Common StockF5,F6,F7 | holding | — | — | — | 550,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $2.60; the lowest price at which a purchase was made is $2.43. 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 March 27, 2018, the Reporting Person received a grant of 480,000 deferred stock units under the Issuer's Stock Incentive Plan, which vest immediately but with delivery of the underlying shares in three annual installments commencing on March 27, 2019, which delivery may be ended if the Reporting Person is terminated for cause.
- F3On March 20, 2018, the Reporting Person received a grant of 80,000 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan. The RSUs will vest in three equal annual installments, beginning on March 1, 2019.
- F4On April 13, 2017, the Reporting Person received a grant of 50,000 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.
- F5The 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.
- F6On 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.
- F7The RSUs will immediately vest upon (i) a Change of Control, or (ii) the Reporting Person's death or disability.