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
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
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.