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Filing Details

Accession Number:: 0001628280-18-015179
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-12-17 16:31:41
Reporting Period:: 2018-12-14

Accepted Time:: 2018-12-17 16:31:41
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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2018-12-14	130,714	$3.50	5,201,834	Yes	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Yes	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	663,900	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

In a privately negotiated transaction, the Reporting Person exchanged 75,000 shares of Red Violet, Inc. beneficially held by the Reporting Person for the 130,714 acquired shares of the Issuer. For purposes of this exchange, the assumed price of the Issuer's shares was $3.50 per share and the assumed price of the shares of Red Violet, Inc. was $6.10 per share.
On November 30, 2018, 413,140 shares were transferred from Matthew Conlin 2017 Grantor Retained Annuity Trust, in which the Reporting Person is Sole Trustee, to the Reporting Person's personal account. These shares are now directly owned.
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.