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: MacLachlan Daniel (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-09-07	Common Stock	A	350000	$0.00	Acquired	437185	Direct
2017-09-11	Common Stock	S	16000	$5.25	Disposed	421185	Direct
2017-09-12	Common Stock	S	1243	$4.80	Disposed	419942	Direct
2017-09-13	Common Stock	S	118197	$4.71	Disposed	301745	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66666	Direct
Common Stock	3000	Indirect

Footnotes

F1: On September 7, 2017, the Reporting Person received a grant of 350,000 shares under the 2015 Stock Incentive Plan, as amended. The shares are fully-vested and subject to certain lock-up restrictions, with 166,667 shares subject to lock-up until September 1, 2018, 166,667 shares subject to lock-up until September 1, 2019 and 166,666 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 16,000 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 1,243 shares with a weighted average sales price of $4.80 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 118,197 shares with a weighted average sales price of $4.71 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 50% on June 1, 2018 and June 1, 2019, subject to accelerated vesting under certain conditions.