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