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Filing Details

Accession Number:: 0001209191-17-061352
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-11-17 06:56:49
Reporting Period:: 2017-11-10

Accepted Time:: 2017-11-17 06:56:49
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	2017-11-10	700	$4.34	2,150,345	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2017-11-16	3,000	$3.99	2,153,345	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	5,100	Indirect	See Footnote
Common Stock	329,235	Direct
Common Stock	83,333	Direct
Common Stock	1,373,646	Indirect	See footnote
Common Stock	8,130	Indirect	See footnote.
Common Stock	58,332	Direct
Common Stock	1,000,000	Indirect	See footnote.
Common Stock	5,000,000	Direct

Footnotes

The shares were purchased in multiple transactions at prices ranging from $4.28 to $4.50, with a weighted average price per share of $4.34. 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 Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.
The shares were purchased in multiple transactions at prices ranging from $3.98 to $3.99, with a weighted average price per share of $3.99. 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.
Held by Betsy and Michael Brauser Charitable Family Foundation, Inc., of which Mr. Brauser is a director.
Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest in approximate equal installments on June 1, 2018 and 2019, subject to accelerated vesting under certain circumstances.
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 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.
Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs 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 which was obtained June 1, 2016, of 5,000,000 RSUs, convertible into common stock of the issuer on a one-for-one basis. 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"). Cogint, Inc. determined the Performance Conditions were met effective March 14, 2017. As such, the subsequent tranches vest equally on November 16, 2017 and November 16, 2018.
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.