0001628280-18-015179.txt : 20181217 0001628280-18-015179.hdr.sgml : 20181217 20181217163141 ACCESSION NUMBER: 0001628280-18-015179 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181214 FILED AS OF DATE: 20181217 DATE AS OF CHANGE: 20181217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Conlin Matthew CENTRAL INDEX KEY: 0001660879 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37893 FILM NUMBER: 181238458 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: 33 WHITEHALL STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 6466697272 MAIL ADDRESS: STREET 1: 33 WHITEHALL STREET STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 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_154508228334955.xml FORM 4 X0306 4 2018-12-14 0 0001460329 Fluent, Inc. FLNT 0001660879 Conlin Matthew C/C FLUENT, INC. 33 WHITEHALL STREET, 15TH FLOOR NEW YORK NY 10004 1 1 1 0 President Common Stock 2018-12-14 4 P 1 130714 3.50 A 5201834 D Common Stock 480000 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. Common Stock 663900 I Held by GRAT, in which the Reporting Person is Sole Trustee. Common Stock 20000 I Held by Conlin Family Foundation Trust, in which the Reporting Person serves as co-trustee. In a privately negotiated transaction, the Reporting Person exchanged 75,000 shares of Red Violet, Inc. beneficially held by the Reporting Person for the 130,714 acquired shares of the Issuer. For purposes of this exchange, the assumed price of the Issuer's shares was $3.50 per share and the assumed price of the shares of Red Violet, Inc. was $6.10 per share. On November 30, 2018, 413,140 shares were transferred from Matthew Conlin 2017 Grantor Retained Annuity Trust, in which the Reporting Person is Sole Trustee, to the Reporting Person's personal account. These shares are now directly owned. On March 27, 2018, the Reporting Person received a grant of 480,000 deferred stock units convertible into common stock of the Issuer on a one-for-one basis under the Issuer's Stock Incentive Plan, which vest immediately but with delivery of the underlying shares in three annual installments commencing on March 27, 2019, which delivery may be ended if the Reporting Person is terminated for cause. The Reporting Person has elected to defer delivery of any vested restricted stock units ("RSUs") until the reporting person's separation of service from the Company or a Change of Control. 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. 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. 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 the Issuer has exceeded certain revenue targets and achieved positive EBITDA in any one fiscal year during the vesting period (the "Performance Conditions"). The Issuer 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/ Matthew Conlin 2018-12-17