Fluent, Inc. — Director's Dealing 2016

Jun 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: IDI, Inc. (IDI)
CIK: 0001460329
Period of Report: 2016-06-01

Reporting Person: Reilly James Patrick (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-01	Common Stock	A	500000	$0.00	Acquired	500000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	32238	Direct
Common Stock	83333	Direct
Common Stock	200000	Direct

Footnotes

F1: 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 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.

F2: 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.

F3: Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The 83,333 remaining restricted stock units vest annually in approximately two equal installments on March 21, 2017, and 2018, subject to accelerated vesting under certain conditions.

F4: Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest quarterly in eight equal installments from December 30, 2014 through September 30, 2016 subject to accelerated vesting under certain conditions.