Filing Details

Accession Number:
0001209191-17-057228
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-10-17 20:18:12
Reporting Period:
2017-09-07
Accepted Time:
2017-10-17 20:18:12
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 2017-09-07 150,000 $0.00 647,813 No 4 A Direct
Common Stock Disposition 2017-09-11 15,200 $5.25 632,613 No 4 S Direct
Common Stock Disposition 2017-09-12 30,000 $4.83 602,613 No 4 S Direct
Common Stock Disposition 2017-09-13 14,100 $4.70 588,513 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 A Direct
No 4 S Direct
No 4 S Direct
No 4 S Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 58,333 Direct
Common Stock 333,333 Direct
Common Stock 83,333 Direct
Footnotes
  1. On September 7, 2017, the Reporting Person received a grant of 300,000 shares of restricted stock. The shares vest 50% on the date of issuance, 25% on September 1, 2018 and 25% on September 1, 2019, and are subject to certain lock-up restrictions, with 100,000 shares subject to lock-up until September 1, 2018, 100,000 shares subject to lock-up until September 1, 2019 and 100,000 shares subject to lock-up until September 1, 2020, with the Reporting Person able to sell the shares to pay any tax obligation in connection with the issuance. The lock-up restrictions cease upon a change of control.
  2. Represents the sale of 15,200 shares with a weighted average sales price of $5.25 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. 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 sold at each separate price with the ranges set forth in this footnote.
  3. Represents the sale of 30,000 shares with a weighted average sales price of $4.83 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. 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 sold at each separate price with the ranges set forth in this footnote.
  4. Represents the sale of 14,100 shares with a weighted average sales price of $4.70 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. 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 sold at each separate price with the ranges set forth in this footnote.
  5. Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest on March 21, 2018, subject to accelerated vesting under certain conditions.
  6. Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest 50% on November 16, 2017 and November 16, 2018, subject to accelerated vesting under certain conditions.
  7. Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest 50% on June 1, 2018 and June 1, 2019, subject to accelerated vesting under certain conditions.