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Filing Details

Accession Number:: 0001628280-18-011845
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-09-13 16:47:01
Reporting Period:: 2018-09-11

Accepted Time:: 2018-09-13 16:47:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1460329	Fluent Inc.	FLNT	Services-Advertising (7310)	770688094

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1660879	Matthew Conlin	C/C Fluent, Inc. 33 Whitehall Street, 15Th Floor New York NY 10004	President	Yes	Yes	Yes	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	2018-09-11	5,456	$2.21	4,638,436	No	4	P	Direct
Common Stock	Acquisiton	2018-09-12	19,544	$2.03	4,657,980	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	480,000	Direct
Common Stock	80,000	Direct
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.
Common Stock	1,077,040	Indirect	Held by GRAT in which the Reporting Person is Sole Trustee.
Common Stock	20,000	Indirect	Held by Conlin Family Foundation Trust, in which the Reporting Person serves as co-trustee.

Footnotes

Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $2.25; the lowest price at which a purchase was made is $2.20. The Reporting Person undertakes to provide the Issuer, any security holder or the staff of the Securities & Exchange Commission upon request full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote.
Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $2.10; the lowest price at which a purchase was made is $2.00. The Reporting Person undertakes to provide the Issuer, any security holder or the staff of the Securities & 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 March 27, 2018, the Reporting Person received a grant of 480,000 deferred stock units convertible into common stock of the Issuer on a one-for-one basis under the Issuer's Stock Incentive Plan, which vest immediately but with delivery of the underlying shares in three annual installments commencing on March 27, 2019, which delivery may be ended if the Reporting Person is terminated for cause.
The Reporting Person has elected to defer delivery of any vested restricted stock units ("RSUs") until the reporting person's separation of service from the Company or a Change of Control.
On March 20, 2018, the Reporting Person received a grant of 80,000 RSUs, convertible into common stock of the Issuer on a one-for-one basis under the Issuer's 2015 Stock Incentive Plan. The RSUs will vest in three equal annual installments, beginning on March 1, 2019.
On April 13, 2017, the Reporting Person received a grant of 50,000 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.
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 the Issuer has exceeded certain revenue targets and achieved positive EBITDA in any one fiscal year during the vesting period (the "Performance Conditions"). The Issuer 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.