Fluent, Inc. — Director's Dealing 2017

Oct 18, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cogint, Inc. (COGT)
CIK: 0001460329
Period of Report: 2017-09-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-07	Common Stock	A	150000	$0.00	Acquired	647813	Direct
2017-09-11	Common Stock	S	15200	$5.25	Disposed	632613	Direct
2017-09-12	Common Stock	S	30000	$4.83	Disposed	602613	Direct
2017-09-13	Common Stock	S	14100	$4.70	Disposed	588513	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	58333	Direct
Common Stock	333333	Direct
Common Stock	83333	Direct

Footnotes

F1: On September 7, 2017, the Reporting Person received a grant of 300,000 shares of restricted stock. The shares vest 50% on the date of issuance, 25% on September 1, 2018 and 25% on September 1, 2019, and are subject to certain lock-up restrictions, with 100,000 shares subject to lock-up until September 1, 2018, 100,000 shares subject to lock-up until September 1, 2019 and 100,000 shares subject to lock-up until September 1, 2020, with the Reporting Person able to sell the shares to pay any tax obligation in connection with the issuance. The lock-up restrictions cease upon a change of control.

F2: Represents the sale of 15,200 shares with a weighted average sales price of $5.25 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. 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 sold at each separate price with the ranges set forth in this footnote.

F3: Represents the sale of 30,000 shares with a weighted average sales price of $4.83 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. 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 sold at each separate price with the ranges set forth in this footnote.

F4: Represents the sale of 14,100 shares with a weighted average sales price of $4.70 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. 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 sold at each separate price with the ranges set forth in this footnote.

F5: 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.

F6: Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest 50% on November 16, 2017 and November 16, 2018, subject to accelerated vesting under certain conditions.

F7: Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest 50% on June 1, 2018 and June 1, 2019, subject to accelerated vesting under certain conditions.