Fluent, Inc. — Director's Dealing 2016

Nov 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cogint, Inc. (COGT)
CIK: 0001460329
Period of Report: 2016-11-04

Reporting Person: Dubner Derek (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-07	Common Stock	P	3000	$3.6552	Acquired	51846	Direct
2016-11-04	Common Stock	M	400000	$0.00	Acquired	451846	Direct
2016-11-04	Common Stock	F	160000	$2.95	Disposed	291846	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-04	Restricted Stock Units	$0.00	M	400000	Disposed		Common Stock (400000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	500000	Direct
Common Stock	116666	Direct

Footnotes

F1: The shares were purchased in multiple transactions at prices ranging from $3.282 to $3.7943, with a weighted average price per share of $3.6552. 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.

F2: Represents the vesting and delivery of 400,000 shares of common stock underlying restricted stock units originally granted to the reporting person on September 30, 2014.

F3: Represents the payment of a tax liability by the withholding of 160,000 shares of common stock upon vesting of the restricted stock units and delivery of the underlying shares.

F4: On November 16, 2015, the reporting person received a grant, subject to stockholder approval, of 500,000 restricted stock units ("RSUs"), convertible into common stock of the issuer on a one-for-one basis. Stockholder approval was obtained on June 1, 2016. The RSUs vest in three equal annual installments beginning November 16, 2016 (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"). Upon a determination that Cogint, Inc. has exceeded the Performance Conditions, any RSUs that would have otherwise vested in accordance with the Time Conditions will vest at the time of such determination. Any subsequent tranches will vest in accordance with the Time Conditions.

F5: The RSUs will immediately vest upon (i) a Change of Control, (ii) a termination of the reporting person's employment without cause, (iii) by the reporting person for Good Reason, or (iv) the reporting person's death or disability.

F6: Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The 116,666 remaining restricted stock units vest annually in two equal installments on March 21, 2017 and March 21, 2018, subject to accelerated vesting in certain conditions.

F7: Each restricted stock unit represents the right to receive one share of common stock.