Red Violet, Inc. — Director's Dealing 2019

Aug 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Red Violet, Inc. (RDVT)
CIK: 0001720116
Period of Report: 2019-08-01

Reporting Person: Brauser Michael (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-08-01	Common Stock	A	500000	—	Acquired	500000	Direct
2019-08-01	Common Stock	A	166667	—	Acquired	1227877	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	556250	Indirect
Common Stock	183151	Indirect
Common Stock	5084	Indirect
Common Stock	2417	Indirect

Footnotes

F1: A performance grant of Restricted Stock Units (RSUs), which is convertible into common stock of the issuer on a one-for-one basis, was originally approved by the Company's Compensation Committee on September 5, 2018 (the "Performance Grant"), subject to the Performance Criteria described below, and reported on the Company's Form 8-K on September 10, 2018 and described in the Company's definitive proxy statement filed on April 16, 2019.

F2: The Performance Grant shall not vest unless and until the Company has, for any fiscal quarter through September 30, 2021 (i) gross revenue determined in accordance with the Company's reviewed or audited financial statements in excess of $7.0 million for such fiscal quarter, (ii) positive adjusted EBITDA, as determined based on the Company's reviewed or audited financial statements for such fiscal quarter, and (iii) the participant continues to provide services to the Company either as an employee, director or consultant on the last date of the quarter that the performance criteria is met (collectively, the "Performance Criteria"). If the Performance Criteria are met, the RSUs vest one-third annually on each of July 1, 2019, July 1, 2020 and July 1, 2021 ("Time-Based Vesting Requirement"). In the event of a change of control, all RSUs which have not vested on the date of such change of control shall immediately vest even if the Time-Based Vesting Requirement has not been met.

F3: Represents the vesting of 166,667 shares of the Performance Grant. Following the achievement of the Performance Criteria, the remaining 333,333 RSUs will vest in two equal installments on July 1, 2020 and 2021, subject to accelerated vesting under certain conditions.

F4: Shares held by Grander Holdings, Inc. 401K Profit Sharing Plan of which Mr. Brauser is trustee.

F5: Shares held by Birtchtree Capital, LLC, of which Mr. Brauser is the manager.

F6: Shares held by BSIG, LLC, of which Mr. Brauser is a member. Mr. Brauser disclaims beneficial ownership of these shares except to the extent of any pecuniary ownership he may have.

F7: Shares held by Betsy and Michael Brauser Charitable Family Foundation, Inc. of which Mr. Brauser is a director.