SEC Form 4 · accession 0001209191-18-038398
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
Jun 14, 2018
Accepted (ET)
Jun 18, 2018 · 6:05 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 Stock | Jun 14, 2018 | P | 100,000 | $2.50 | A | 7,001,537 | D | |
| Common StockF1 | holding | — | — | — | 480,000 | D | ||
| Common StockF2 | 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 StockF3,F4 | holding | — | — | — | 50,000 | D | ||
| Common StockF4,F5,F6 | holding | — | — | — | 550,000 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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.
- F2On 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.
- F3On 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.
- F4The 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.
- F5On 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.
- F6The RSUs will immediately vest upon (i) a Change of Control, or (ii) the Reporting Person's death or disability.