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Fluent, Inc. — Director's Dealing 2017
Jan 24, 2017
34456_dirs_2017-01-24_1c05f0e3-b38a-4523-9517-1e8e0a785cb0.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: 2017-01-20
Reporting Person: Swayman Robert (Director)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2017-01-20 | Common Stock | P | 50000 | $3.12 | Acquired | 60000 | Indirect |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 5000 | Direct |
| Common Stock | 16666 | Direct |
| Common Stock | 13334 | Direct |
| Common Stock | 8130 | Indirect |
Footnotes
F1: On November 16, 2015, the reporting person received a grant, subject to stockholder approval, of 5,000 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 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"). 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.
F2: The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.
F3: 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.
F4: Represents restricted stock units convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest in two approximately equal installments on June 16, 2017 and 2018, subject to accelerated vesting under certain conditions.
F5: Represents pro rata ownership of securities of the issuer held by a limited liability company over which the reporting person exercises investment control.