SEC Form 4 · accession 0001628280-19-000996
Fluent, Inc. · FLNT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald Huntley Patrick
Officer — Chief Operating Officer
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 8:19 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 | Feb 1, 2019 | A | 225,000 | $0.00 | A | 225,000 | D | |
| Common Stock | holding | — | — | — | 75,000 | D | ||
| Common StockF2 | holding | — | — | — | 75,000 | D | ||
| Common StockF3 | holding | — | — | — | 50,000 | D | ||
| Common StockF4 | holding | — | — | — | 25,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF5 | $4.72 | Feb 1, 2019 | A | 396,000 | A | Feb 1, 2020 | Feb 1, 2029 | Common Stock | 396,000 | 396,000 | D |
Explanation of responses
- F1On February 1, 2019, the Reporting Person received a grant of 225,000 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.
- F2On March 27, 2018, the Reporting Person received a grant of 75,000 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 50,000 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan. Subject to continuing service, the RSUs will vest in two equal annual installments, beginning on February 1, 2020.
- F4Also on March 20, 2018, the Reporting Person received a grant of 25,000 RSUs under the Issuer's 2015 Stock Incentive Plan. Subject to continuing service, the RSUs will vest in three equal annual installments, beginning on March 1, 2019.
- F5Beginning 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.