SEC Form 4 · accession 0001209191-18-030315
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Conlin
Officer — President · Director · 10% Owner
Period of report
May 11, 2018
Accepted (ET)
May 15, 2018 · 6:28 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 | May 11, 2018 | P | 5,400 | $2.483 | A | 4,443,380 | D | |
| Common StockF2,F3 | holding | — | — | — | 50,000 | D | ||
| Common StockF3,F4,F5 | holding | — | — | — | 550,000 | D | ||
| Common StockF6 | holding | — | — | — | 2,000,000 | I | Held by RSMC Partners, LLC of which the Reporting Person is a member. | |
| Common StockF7 | holding | — | — | — | 1,077,040 | I | Held by GRAT in which reporting person is Sole Trustee | |
| Common StockF8 | 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
- F1Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $2.55; the lowest price at which a purchase was made is $2.40.
- F2On 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.
- 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 Condition
- F5The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.
- F6Held by RSMC Partners, LLC of which the Reporting Person is a member.
- F7Held by GRAT in which reporting person is Sole Trustee
- F8Held by Conlin Family Foundation Trust in which the Reporting Person serves as co-trustee