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Fluent, Inc. — Director's Dealing 2016
Nov 8, 2016
34456_dirs_2016-11-08_7749b8f3-5bf7-46db-a97f-47c710375d4c.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Cogint, Inc. (COGT)
CIK: 0001460329
Period of Report: 2016-11-07
Reporting Person: Schulke Ryan (Director, 10% Owner, CEO of Fluent, LLC)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2016-11-07 | Common Stock | P | 20679 | $3.51 | Acquired | 5884579 | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 550000 | Direct |
| Common Stock | 2000000 | Indirect |
Footnotes
F1: The shares were purchased in multiple transactions at prices ranging from $3.30 to $3.70, with a weighted average price per share of $3.51. 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: On December 8, 2015, the reporting person received a grant, subject to stockholder approval, of 550,000 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 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 IDI 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 IDI 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.
F3: The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.
F4: 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.