Home > Insider Trading > Filing (0001209191-16-148778)

Filing Details

Accession Number:: 0001209191-16-148778
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-11-08 08:05:41
Reporting Period:: 2016-11-04

Filing Date:: 2016-11-08
Accepted Time:: 2016-11-08 08:05:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1460329	Cogint Inc.	COGT	Services-Advertising (7310)	770688094

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1636349	Derek Dubner	C/O Cogint, Inc., 2650 N. Military Trail, Suite 300 Boca Raton FL 33431	Chief Executive Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2016-11-07	3,000	$3.66	51,846	No	4	P	Direct
Common Stock	Acquisiton	2016-11-04	400,000	$0.00	451,846	No	4	M	Direct
Common Stock	Disposition	2016-11-04	160,000	$2.95	291,846	No	4	F	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	M	Direct
No	4	F	Direct

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Disposition	2016-11-04	400,000	$0.00	400,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	500,000	Direct
Common Stock	116,666	Direct

Footnotes

The shares were purchased in multiple transactions at prices ranging from $3.282 to $3.7943, with a weighted average price per share of $3.6552. 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.
Represents the vesting and delivery of 400,000 shares of common stock underlying restricted stock units originally granted to the reporting person on September 30, 2014.
Represents the payment of a tax liability by the withholding of 160,000 shares of common stock upon vesting of the restricted stock units and delivery of the underlying shares.
On November 16, 2015, the reporting person received a grant, subject to stockholder approval, of 500,000 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 RSUs vest in three equal annual installments beginning November 16, 2016 (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"). Upon a determination that Cogint, Inc. has exceeded the Performance Conditions, any RSUs that would have otherwise vested in accordance with the Time Conditions will vest at the time of such determination. Any subsequent tranches will vest in accordance with the Time Conditions.
The RSUs will immediately vest upon (i) a Change of Control, (ii) a termination of the reporting person's employment without cause, (iii) by the reporting person for Good Reason, or (iv) the reporting person's death or disability.
Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The 116,666 remaining restricted stock units vest annually in two equal installments on March 21, 2017 and March 21, 2018, subject to accelerated vesting in certain conditions.
Each restricted stock unit represents the right to receive one share of common stock.