0001628280-19-011192.txt : 20190826 0001628280-19-011192.hdr.sgml : 20190826 20190826191330 ACCESSION NUMBER: 0001628280-19-011192 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190823 FILED AS OF DATE: 20190826 DATE AS OF CHANGE: 20190826 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: 191054048 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: Fluent, 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: 300 VESEY STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 6466697272 MAIL ADDRESS: STREET 1: 300 VESEY STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10282 FORMER COMPANY: FORMER CONFORMED NAME: Cogint, Inc. DATE OF NAME CHANGE: 20160923 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 4 1 wf-form4_156686119019399.xml FORM 4 X0306 4 2019-08-23 0 0001460329 Fluent, Inc. FLNT 0001660850 Schulke Ryan 300 VESEY STREET 9TH FLOOR NEW YORK NY 10282 1 1 1 0 Chief Executive Officer Common Stock 2019-08-23 4 P 0 34000 2.9716 A 65500 I Held by The Schulke Inn Family Foundation Trust, in which the Reporting Person serves as Co-Trustee. Common Stock 7199932 D Common Stock 320000 D Common Stock 80000 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. Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $3.02; the lowest price at which a purchase was made is $2.93. The Reporting Person undertakes to provide the Issuer, any security holder or the staff of the Securities & 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 March 27, 2018, the Reporting Person received a grant of 320,000 deferred stock units under the Issuer's Stock Incentive Plan, which vest immediately but with delivery of the underlying shares in two annual installments commencing on March 27, 2020, which delivery may be ended if the Reporting Person is terminated for cause. 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. 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 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. The RSUs will immediately vest upon (i) a Change of Control, or (ii) the Reporting Person's 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. /s/ Ryan Schulke 2019-08-26