Fluent, Inc. — Director's Dealing 2017

Nov 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cogint, Inc. (COGT)
CIK: 0001460329
Period of Report: 2017-11-15

Reporting Person: Brauser Michael (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-15	Common Stock	P	5000	$4.13	Acquired	2149645	Indirect
2017-11-15	Common Stock	P	2500	$4.00	Acquired	5100	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	329235	Direct
Common Stock	83333	Direct
Common Stock	1373646	Indirect
Common Stock	8130	Indirect
Common Stock	58332	Direct
Common Stock	1000000	Indirect
Common Stock	5000000	Direct

Footnotes

F1: The shares were purchased in multiple transactions at prices ranging from $4.1 to $4.25, with a weighted average price per share of $4.13. 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: Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.

F3: Held by Betsy and Michael Brauser Charitable Family Foundation, Inc., of which Mr. Brauser is a director.

F4: Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest in approximate equal installments on June 1, 2018 and 2019, subject to accelerated vesting under certain circumstances.

F5: Shares held by Birchtree Capital, LLC, of which Mr. Brauser is the manager.

F6: Represents pro-rata ownership of securities held by entities over which the reporting person exercises investment control.

F7: Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest on March 21, 2018, subject to accelerated vesting under certain conditions.

F8: Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs 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.

F9: On November 16, 2015, the reporting person received a grant, subject to stockholder approval which was obtained June 1, 2016, of 5,000,000 RSUs, convertible into common stock of the issuer on a one-for-one basis. 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"). Cogint, Inc. determined the Performance Conditions were met effective March 14, 2017. As such, the subsequent tranches vest equally on November 16, 2017 and November 16, 2018.

F10: 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. 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.