Form Type: 4

SEC EDGAR Link
Acccession Number:0001628280-19-010718
Date:2019-08-13
Issuer: FLUENT, INC. (FLNT)
Original Submission Date:

Reporting Person:

SCHULKE RYAN
300 VESEY STREET
9TH FLOOR NEW YORK, NY 10282

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 2019-08-13 P 31,500 a $3.16 31,500 indirect
COMMON STOCK 0 $0.00 7,199,932 direct
COMMON STOCK 0 $0.00 320,000 direct
COMMON STOCK 0 $0.00 80,000 direct
COMMON STOCK 0 $0.00 50,000 direct
COMMON STOCK 0 $0.00 550,000 direct
COMMON STOCK 0 $0.00 2,000,000 indirect
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 represents the average purchase of the acquired shares. the highest price at which a purchase was made is $3.28; the lowest price at which a purchase was made is $3.08. 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.
f2 on march 27, 2018, the reporting person received a grant of 320,000 deferred stock units under the issuer's stock incentive plan, which vest immediately but with delivery of the underlying shares in two annual installments commencing on march 27, 2020, which delivery may be ended if the reporting person is terminated for cause.
f3 on 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.
f4 the 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.
f5 on 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.
f6 the rsus will immediately vest upon (i) a change of control, or (ii) the reporting person's death or disability.
f7 on 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.

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