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Fluent, Inc. — Director's Dealing 2015
Nov 19, 2015
34456_dirs_2015-11-18_e2d7d97a-07b5-47d4-af08-79cab3e79fdb.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: IDI, Inc. (IDI)
CIK: 0001460329
Period of Report: 2015-11-16
Reporting Person: FROST PHILLIP MD ET AL (10% Owner)
Reporting Person: Frost Gamma Investments Trust (10% Owner)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2015-11-16 | Series B Non-Voting Convertible Preferred Stock | $ | P | 119940 | Acquired | Common Stock (5997000) | Indirect | |
| 2015-11-16 | Series B Non-Voting Convertible Preferred Stock | $ | P | 20990 | Acquired | Common Stock (1049500) | Indirect | |
| 2015-11-16 | Warrant | $6.67 | P | 524750 | Acquired | Common Stock (524750) | Indirect |
Footnotes
F1: The Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") will automatically convert on a one-for-fifty basis into common stock of the Company (the "Common Stock") on the date that is the twenty first (21st) day following the mailing of the information statement to the Company's stockholders disclosing the Company's stockholders' approval of the issuance of the Common Stock underlying the Series B Preferred Stock, without any further action on the part of the Company or any holder of the Series B Preferred Stock.
F2: These shares were purchased for an aggregate purchase price of $40,000,000, or approximately $333.50 per share.
F3: The securities are held by Frost Gamma Investments Trust, of which Phillip Frost M.D., is the trustee. Frost Gamma L.P. is the sole and exclusive beneficiary of Frost Gamma Investments Trust. Dr. Frost is one of two limited partners of Frost Gamma L.P. The general partner of Frost Gamma L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole shareholder of Frost-Nevada Corporation. The reporting person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F4: The shares were purchased for an aggregate purchase price of $7,000,000, or approximately $333.50 per share.
F5: The Warrant is exercisable for all or any part of the shares of Common Stock purchasable thereunder on the date that is the twenty first (21st) day following the mailing of the information statement to the Company's stockholders disclosing the Company's stockholders' approval of the Common Stock issuable upon conversion of the Series B Preferred Stock, and prior to 5:00 p.m., Eastern Time, on the ten-year anniversary of November 16, 2015.
F6: The Warrant was included as part of the purchase price for the 20,990 shares of Series B Preferred Stock of the Company, as described above in footnote (4).