Fluent, Inc. — Director's Dealing 2017

Mar 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cogint, Inc. (COGT)
CIK: 0001460329
Period of Report: 2017-03-14

Reporting Person: Brauser Michael (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-14	Common Stock	P	5000	$3.60	Acquired	2129645	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	222234	Direct
Common Stock	1373646	Indirect
Common Stock	8130	Indirect
Common Stock	116666	Direct
Common Stock	1000000	Indirect
Common Stock	5000000	Direct

Footnotes

F1: Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.

F2: Shares held by Birchtree Capital, LLC, of which Mr. Brauser is the manager.

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 equal installments of 58,333 shares on each of March 21, 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 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.

F6: On November 16, 2015, the reporting person received a grant, subject to stockholder approval, of 5,000,000 restricted stock units ("RSUs"), convertible into common stock of the issuer on a one-for-one basis. Stockholder approval was obtained on June 1, 2016. The RSUs vest in four 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"). Upon a determination that Cogint, Inc. has exceeded the Performance Conditions, any RSUs that would have otherwise vested in accordance with the Time Conditions will vest at the time of such determination. Any subsequent tranches will vest in accordance with the Time Conditions.

F7: 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.

F8: 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.