SEC Form 4 · accession 0001209191-18-049087
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
Aug 29, 2018
Accepted (ET)
Aug 31, 2018 · 4:22 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 | Aug 29, 2018 | P | 20,067 | $2.30 | A | 4,628,047 | D | |
| Common StockF2 | Aug 30, 2018 | P | 4,933 | $2.33 | A | 4,632,980 | D | |
| Common StockF3 | holding | — | — | — | 480,000 | D | ||
| Common StockF4,F5 | holding | — | — | — | 80,000 | D | ||
| Common StockF4,F6 | holding | — | — | — | 50,000 | D | ||
| Common StockF4,F7,F8 | 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 the 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
- F1Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $2.35; the lowest price at which a purchase was made is $2.30. The Reporting Person undertakes to provide the Issuer, any security holder or the staff of the Securities & Exchange Commission upon request full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote.
- F2Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $2.35; the lowest price at which a purchase was made is $2.30. The Reporting Person undertakes to provide the Issuer, any security holder or the staff of the Securities & Exchange Commission upon request full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote.
- F3On March 27, 2018, the Reporting Person received a grant of 480,000 deferred stock units convertible into common stock of the Issuer on a one-for-one basis 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.
- F4The Reporting Person has elected to defer delivery of any vested restricted stock units ("RSUs") until the reporting person's separation of service from the Company or a Change of Control.
- F5On March 20, 2018, the Reporting Person received a grant of 80,000 RSUs, convertible into common stock of the Issuer on a one-for-one basis under the Issuer's 2015 Stock Incentive Plan. The RSUs will vest in three equal annual installments, beginning on March 1, 2019.
- F6On 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.
- F7On 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 the Issuer has exceeded certain revenue targets and achieved positive EBITDA in any one fiscal year during the vesting period (the "Performance Conditions"). The Issuer determined the Performance Conditions were met effective March 14, 2017. Any subsequent tranches will vest in accordance with the Time Conditions.
- F8The RSUs will immediately vest upon (i) a Change of Control, or (ii) the Reporting Person's death or disability.