Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-16-146931
Date:2016-10-25
Issuer: COGINT, INC. (COGT)
Original Submission Date:

Reporting Person:

FROST PHILLIP MD ET AL
4400 BISCAYNE BOULEVARD
MIAMI, FL 33137

Reporting Person:

FROST GAMMA INVESTMENTS TRUST
4400 BISCAYNE BOULEVARD, 15TH FLOOR
MIAMI, FL 33137

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2016-10-25 P 5,000 a $3.42 15,669,874 indirect f2
COMMON STOCK 2016-10-25 0 $0.00 3,000,000 indirect f2
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 the shares were purchased in multiple transactions at prices ranging from $3.325 to $3.45, with a weighted average price per share of $3.4206. the reporting person undertakes to provide cogint, inc., any security holder of cogint, inc. or the staff of the securities and exchange commission, upon request, full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote.
f2 these securities are held by frost gamma investments trust, of which phillip frost m.d., is the trustee. frost gamma l.p. is the sole andexclusive beneficiary of frost gamma investments trust. dr. frost is one of two limited partners of frost gamma l.p. the general partner offrost gamma l.p. is frost gamma, inc., and the sole shareholder of frost gamma, inc. is frost-nevada corporation. dr. frost is also the soleshareholder of frost-nevada corporation. the reporting person disclaims beneficial ownership of these securities, except to the extent of anypecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securitiesfor purposes of section 16 or for any other purpose.
f3 on december 8, 2015, the reporting person received a grant, subject to stockholder approval, of 3,000,000 restricted stock units ("rsus"), convertible into common stock of the issuer on a one-for-one basis. stockholder approval was obtained on june 1, 2016. the reporting person has elected to defer delivery of any vested rsus until the reporting person's separation from service from the company, a change of control of the company, or death or disability.
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