Fluent, Inc. — Director's Dealing 2019

Dec 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fluent, Inc. (FLNT)
CIK: 0001460329
Period of Report: 2019-11-29

Reporting Person: Conlin Matthew (Director, President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-29	Common Stock	P	13541	$1.709	Acquired	6002670	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	320000	Direct
Common Stock	80000	Direct
Common Stock	50000	Direct
Common Stock	550000	Direct
Common Stock	45000	Indirect
Common Stock	2000000	Indirect

Footnotes

F1: Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $1.74; the lowest price at which a purchase was made is $1.66. The Reporting Person undertakes to provide the Issuer, any security holder or the staff of the Securities & Exchange Commission upon request full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote.

F2: On November 27, 2019, 663,900 shares were transferred from Matthew Conlin 2017 Grantor Retained Annuity Trust, in which the Reporting Person is Sole Trustee, to the Reporting Person's personal account. These shares are now directly owned.

F3: On March 27, 2018, the Reporting Person received a grant of 320,000 deferred stock units convertible into common stock of the Issuer on a one-for-one basis under the Issuer's Stock Incentive Plan, which vest immediately but with delivery of the underlying shares in two annual installments commencing on March 27, 2020, which delivery may be ended if the Reporting Person is terminated for cause.

F4: On March 20, 2018, the Reporting Person received a grant of 80,000 RSUs, convertible into common stock of the Issuer on a one-for-one basis under the Issuer's 2015 Stock Incentive Plan. The RSUs vest in three equal annual installments, beginning on March 1, 2019.

F5: The Reporting Person has elected to defer delivery of the vested RSUs until the Reporting Person's separation of service from the Company or a Change of Control.

F6: On April 13, 2017, the Reporting Person received a grant of 50,000 RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest in three approximately equal installments on February 1, 2018, 2019 and 2020, subject to accelerated vesting under certain conditions.

F7: On December 8, 2015, the Reporting Person received a grant, subject to stockholder approval, of 550,000 RSUs, convertible into common stock of the Issuer on a one-for-one basis. Stockholder approval was obtained on June 1, 2016. The RSUs vested subject to certain time and performance conditions, all of which were met as of January 1, 2019.