Fluent, Inc. — Director's Dealing 2019

Aug 27, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fluent, Inc. (FLNT)
CIK: 0001460329
Period of Report: 2019-08-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-23	Common Stock	P	19194	$2.963	Acquired	5319423	Direct
2019-08-26	Common Stock	P	5806	$3.002	Acquired	5325229	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	2000000	Indirect
Common Stock	663900	Indirect
Common Stock	20000	Indirect

Footnotes

F1: Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $3.02; the lowest price at which a purchase was made is $2.91. 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: Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $3.05; the lowest price at which a purchase was made is $2.95. 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.

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: The Reporting Person has elected to defer delivery of the vested restricted stock units ("RSUs") until the Reporting Person's separation of service from the Company or a Change of Control.

F5: 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.

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 are subject to vesting over a three-year period of 30% on January 1, 2017, 30% on January 1, 2018 and 40% on January 1, 2019 (the "Time Conditions"); provided, however, that no tranche of RSUs will vest until it is determined that the Issuer has exceeded certain revenue targets and achieved positive EBITDA in any one fiscal year during the vesting period (the "Performance Conditions"). The Issuer determined the Performance Conditions were met effective March 14, 2017. Any subsequent tranches will vest in accordance with the Time Conditions.

F8: The RSUs will immediately vest upon (i) a Change of Control, or (ii) the Reporting Person's death or disability.