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Filing Details

Accession Number:: 0001209191-16-154811
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-12-13 07:26:32
Reporting Period:: 2016-12-09

Filing Date:: 2016-12-13
Accepted Time:: 2016-12-13 07:26:32
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1460329	Cogint Inc.	COGT	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1336508	Michael Brauser	C/O Cogint, Inc. 2650 North Military Trail, Suite 300 Boca Raton FL 33431	Executive Chairman	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	Explanation
Common Stock	Acquisiton	2016-12-09	1,000	$3.35	2,121,145	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2016-12-12	2,500	$3.46	2,123,645	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	194,384	Direct
Common Stock	1,373,646	Indirect	See footnote
Common Stock	8,130	Indirect	See footnote.
Common Stock	116,666	Direct
Common Stock	1,000,000	Indirect	See footnote.
Common Stock	5,000,000	Direct

Footnotes

Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.
The shares were purchased in multiple transactions at prices ranging from $3.445 to $3.50, with a weighted average price per share of $3.46. 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.
Shares held by Birchtree Capital, LLC, of which Mr. Brauser is the manager.
Represents pro-rata ownership of securities held by entities over which the reporting person exercises investment control.
Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest in equal installments of 58,333 shares on each of March 21, 2017 and 2018, subject to accelerated vesting under certain conditions.
Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest annually in four equal installments from October 13, 2015 through October 13, 2018 subject to achievement of certain performance milestones by the issuer and accelerated vesting under certain conditions.
On November 16, 2015, the reporting person received a grant, subject to stockholder approval, of 5,000,000 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 RSUs vest in four 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.
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.