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Filing Details

Accession Number:: 0001209191-18-009456
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-13 12:13:37
Reporting Period:: 2018-02-13

Accepted Time:: 2018-02-13 12:13:37
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
1660850	Ryan Schulke	C/O Cogint, Inc. 2650 North Military Trail, Suite 300 Boca Raton FL 33431		Yes	No	Yes	Yes

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	2018-02-13	100,000	$2.93	6,164,537	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	50,000	Direct
Common Stock	550,000	Direct
Common Stock	2,000,000	Indirect	Held by RSMC Partners, LLC, of which the reporting person is a member.

Footnotes

The shares were purchased in multiple transactions at prices ranging from $2.73 to $3.00, with a weighted average price per share of $2.93. 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.
On April 13, 2017, the reporting person received a grant of 50,000 restricted stock units ("RSUs"), convertible into common stock of the issuer on a one-for-one basis. The RSUs vest in three approximately equal installments on February 1, 2018, 2019 and 2020, subject to accelerated vesting under certain conditions.
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.
On December 8, 2015, the reporting person received a grant, subject to stockholder approval, of 550,000 RSUs, convertible into common stock of the issuer on a one-for-one basis. Stockholder approval was obtained on June 1, 2016. The RSUs are subject to vesting over a three-year period of 30% on January 1, 2017, 30% on January 1, 2018 and 40% on January 1, 2019 (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. Any subsequent tranches will vest in accordance with the Time Conditions.
The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.