0001209191-18-009842.txt : 20180214 0001209191-18-009842.hdr.sgml : 20180214 20180214073234 ACCESSION NUMBER: 0001209191-18-009842 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180213 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brauser Michael CENTRAL INDEX KEY: 0001336508 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37893 FILM NUMBER: 18607097 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD. STREET 2: SUITE 850 CITY: MIAMI STATE: FL ZIP: 33137 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cogint, Inc. CENTRAL INDEX KEY: 0001460329 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 770688094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2650 NORTH MILITARY TRAIL STREET 2: SUITE 300 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5617574000 MAIL ADDRESS: STREET 1: 2650 NORTH MILITARY TRAIL STREET 2: SUITE 300 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: IDI, Inc. DATE OF NAME CHANGE: 20150520 FORMER COMPANY: FORMER CONFORMED NAME: Tiger Media, Inc. DATE OF NAME CHANGE: 20121231 FORMER COMPANY: FORMER CONFORMED NAME: Searchmedia Holdings Ltd DATE OF NAME CHANGE: 20091104 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-02-13 0 0001460329 Cogint, Inc. COGT 0001336508 Brauser Michael C/O COGINT, INC. 2650 NORTH MILITARY TRAIL, SUITE 300 BOCA RATON FL 33431 1 0 0 0 Common Stock 2018-02-13 4 P 0 20000 2.85 A 2190345 I See footnote Common Stock 2828235 D Common Stock 18137 I See Footnote Common Stock 83333 D Common Stock 1373646 I See footnote Common Stock 8130 I See footnote. Common Stock 58332 D Common Stock 1000000 I See footnote. Common Stock 2500000 D The shares were purchased in multiple transactions at prices ranging from $2.75 to $3.15, with a weighted average price per share of $2.85. 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. 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 four 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, 2018 and November 16, 2019. The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability. /s/ Michael Brauser 2018-02-14