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Fluent, Inc. — Director's Dealing 2016
Mar 16, 2016
34456_dirs_2016-03-15_f81bd87e-6281-4b23-8cf9-94e1fb26a11c.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: 2016-03-11
Reporting Person: Brauser Michael (Director, Executive Chairman)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2016-03-11 | Common Stock | C | 2030945 | — | Acquired | 2051445 | Indirect |
| 2016-03-11 | Common Stock | C | 954116 | — | Acquired | 954116 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2016-03-11 | Series A Non-Voting Convertible Preferred Stock | $ | A | 567069 | Acquired | Common Stock (567069) | Indirect | |
| 2016-03-11 | Series A Non-Voting Convertible Preferred Stock | $ | A | 243030 | Acquired | Common Stock (243030) | Indirect | |
| 2016-03-11 | Series A Non-Voting Convertible Preferred Stock | $ | C | 2030945 | Disposed | Common Stock (2030945) | Indirect | |
| 2016-03-11 | Series A Non-Voting Convertible Preferred Stock | $ | C | 954116 | Disposed | Common Stock (954116) | Indirect |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 61400 | Direct |
| Common Stock | 8130 | Indirect |
| Common Stock | 175000 | Direct |
| Common Stock | 100000 | Direct |
| Common Stock | 1000000 | Indirect |
Footnotes
F1: The shares of Series A Non-Voting Convertible Preferred Stock (the "Series A Preferred Stock") were issued as transaction consideration and as earn-out consideration in connection with that certain Merger Agreement and Plan of Reorganization dated as of December 14, 2014, as amended, to which the Company is a party.
F2: Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.
F3: Represents pro-rata ownership of securities held by entities over which the reporting person exercises investment control.
F4: Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest in three approximately equal installments on March 21, 2016, 2017 and 2018, subject to accelerated vesting under certain conditions.
F5: 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 January 2, 2015 through October 2, 2016 subject to accelerated vesting under certain conditions
F6: Represents restricted stock units, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest annually in four equal installments from October 13, 2015 through October 13, 2018 subject to achievement of certain performance milestones by the issuer and accelerated vesting under certain conditions.
F7: Each share of Series A Preferred Stock automatically converted on a one-for-one basis into common stock of the Company (the "Common Stock") on March 11, 2016, and had no expiration date.
F8: The shares of Series A Preferred Stock were issued as earn-out consideration in connection with that certain Merger Agreement and Plan of Reorganization dated as of December 14, 2014, as amended, to which the Company is a party.