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Fluent, Inc. — Director's Dealing 2017
Apr 17, 2017
34456_dirs_2017-04-17_6cd2aa64-3e4b-4e3b-a50f-d0311216f32a.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Cogint, Inc. (COGT)
CIK: 0001460329
Period of Report: 2017-03-14
Reporting Person: Dubner Derek (Director, Chief Executive Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2017-03-14 | Common Stock | A | 112250 | $3.60 | Acquired | 406096 | Direct |
| 2017-03-14 | Common Stock | F | 54417 | $3.60 | Disposed | 333333 | Direct |
| 2017-04-13 | Common Stock | A | 125000 | $0.00 | Acquired | 125000 | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 58334 | Direct |
| Common Stock | 58332 | Direct |
Footnotes
F1: Represents RSUs, convertible into common stock of the issuer on a one-for-one basis.
F2: Represents the vesting of 112,250 shares of common stock underlying restricted stock units ("RSUs") originally granted to the reporting person on November 16, 2015.
F3: Represents the payment of a tax liability upon vesting of the RSUs. On November 16, 2015, the reporting person received a grant, subject to stockholder approval which was obtained June 1, 2016, of 500,000 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.
F4: The RSUs are subject to accelerated vesting under certain conditions.
F5: On April 13, 2017, the reporting person received a grant of 125,000 RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest in three approximately equal installments on June 1, 2017, 2018 and 2019, subject to accelerated vesting under certain conditions.
F6: Within 30 days of the effective grant date, the reporting person may elect to defer delivery of any vested RSUs until a later date.
F7: The RSUs vest on March 21, 2018, subject to accelerated vesting in certain conditions.