0001209191-19-044730.txt : 20190805 0001209191-19-044730.hdr.sgml : 20190805 20190805201753 ACCESSION NUMBER: 0001209191-19-044730 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190801 FILED AS OF DATE: 20190805 DATE AS OF CHANGE: 20190805 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: 001-38407 FILM NUMBER: 191000179 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD. STREET 2: SUITE 850 CITY: MIAMI STATE: FL ZIP: 33137 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Red Violet, Inc. CENTRAL INDEX KEY: 0001720116 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 822408531 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-08-01 0 0001720116 Red Violet, Inc. RDVT 0001336508 Brauser Michael 2650 N. MILITARY TRAIL, SUITE 300 BOCA RATON FL 33431 0 0 1 0 Common Stock 2019-08-01 4 A 0 500000 A 500000 D Common Stock 2019-08-01 4 A 0 166667 A 1227877 D Common Stock 556250 I See footnote Common Stock 183151 I See footnote Common Stock 5084 I See footnote Common Stock 2417 I See footnote A performance grant of Restricted Stock Units (RSUs), which is convertible into common stock of the issuer on a one-for-one basis, was originally approved by the Company's Compensation Committee on September 5, 2018 (the "Performance Grant"), subject to the Performance Criteria described below, and reported on the Company's Form 8-K on September 10, 2018 and described in the Company's definitive proxy statement filed on April 16, 2019. The Performance Grant shall not vest unless and until the Company has, for any fiscal quarter through September 30, 2021 (i) gross revenue determined in accordance with the Company's reviewed or audited financial statements in excess of $7.0 million for such fiscal quarter, (ii) positive adjusted EBITDA, as determined based on the Company's reviewed or audited financial statements for such fiscal quarter, and (iii) the participant continues to provide services to the Company either as an employee, director or consultant on the last date of the quarter that the performance criteria is met (collectively, the "Performance Criteria"). If the Performance Criteria are met, the RSUs vest one-third annually on each of July 1, 2019, July 1, 2020 and July 1, 2021 ("Time-Based Vesting Requirement"). In the event of a change of control, all RSUs which have not vested on the date of such change of control shall immediately vest even if the Time-Based Vesting Requirement has not been met. Represents the vesting of 166,667 shares of the Performance Grant. Following the achievement of the Performance Criteria, the remaining 333,333 RSUs will vest in two equal installments on July 1, 2020 and 2021, subject to accelerated vesting under certain conditions. Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee. Shares held by Birtchtree Capital, LLC, of which Mr. Brauser is the manager. Shares held by BSIG, LLC, of which Mr. Brauser is a member. Mr. Brauser disclaims beneficial ownership of these shares except to the extent of any pecuniary ownership he may have. Shares held by Betsy and Michael Brauser Charitable Family Foundation, Inc. of which Mr. Brauser is a director. /s/ Michael Brauser 2019-08-05