Filing Details

Accession Number:
0001209191-17-020694
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-03-15 06:55:42
Reporting Period:
2017-03-14
Filing Date:
2017-03-15
Accepted Time:
2017-03-15 06:55:42
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2017-03-14 1,000 $3.59 292,846 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 500,000 Direct
Common Stock 116,666 Direct
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. 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.