0001209191-18-009456.txt : 20180213
0001209191-18-009456.hdr.sgml : 20180213
20180213121337
ACCESSION NUMBER: 0001209191-18-009456
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180213
FILED AS OF DATE: 20180213
DATE AS OF CHANGE: 20180213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schulke Ryan
CENTRAL INDEX KEY: 0001660850
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37893
FILM NUMBER: 18601167
MAIL ADDRESS:
STREET 1: C/O IDI, INC.
STREET 2: 2650 NORTH MILITARY TRAIL, SUITE 300
CITY: BOCA RATON
STATE: FL
ZIP: 33431
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
0001660850
Schulke Ryan
C/O COGINT, INC.
2650 NORTH MILITARY TRAIL, SUITE 300
BOCA RATON
FL
33431
1
0
1
1
CEO of Fluent, LLC
Common Stock
2018-02-13
4
P
0
100000
2.93
A
6164537
D
Common Stock
50000
D
Common Stock
550000
D
Common Stock
2000000
I
Held by RSMC Partners, LLC, of which the reporting person is a member.
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.
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.
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.
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.
The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.
/s/ Ryan Schulke
2018-02-13