SEC Form 4 · accession 0001628280-19-000995
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexander Mandel
Officer — Chief Financial Officer
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 8:17 pm 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,F2 | Feb 1, 2019 | A | 75,000 | $0.00 | A | 75,000 | D | |
| Common StockF2,F3 | Feb 1, 2019 | A | 175,000 | $0.00 | A | 175,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4 | $4.72 | Feb 1, 2019 | A | 308,000 | A | Feb 1, 2020 | Feb 1, 2029 | Common Stock | 308,000 | 308,000 | D |
Explanation of responses
- F1On February 1, 2019, the Reporting Person received a grant of 75,000 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan. Subject to continuing service, the RSUs will vest in three equal annual installments, beginning on February 1, 2020.
- F2If the Reporting Person's employment is terminated by the Issuer without cause (as defined in the Reporting Person's Employment Agreement), if the term of the Reporting Person's employment expires after a notice of non-renewal is delivered by the Issuer or if the Reporting Person terminates his employment for good reason (as defined in the Reporting Person's Employment Agreement), any RSUs that were scheduled to vest within one year after the date of termination (if employment had continued) shall become immediately vested.
- F3On February 1, 2019, the Reporting Person received a grant of 175,000 RSUs under the Issuer's 2018 Stock Incentive Plan. Subject to continuing service, the RSUs will vest in four equal annual installments, beginning on February 1, 2021.
- F4Beginning February 1, 2020, subject to continuing service, 50% of the Stock Option Grants will vest if the Issuer's stock price remains above $5.90 per share for 20 consecutive trading days, and the remaining 50% of the Stock Option Grants will vest if the Issuer's stock price remains above $7.375 per share for 20 consecutive trading days. Any Stock Option Grants that remain unvested as of February 1, 2024 will vest in full on such date.