Statement of Changes in Beneficial Ownership (4)
May 18 2020 - 4:44PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Conlin Matthew |
2. Issuer Name and Ticker or Trading Symbol
Fluent, Inc.
[
FLNT
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President |
(Last)
(First)
(Middle)
C/O FLUENT, INC., 300 VESEY STREET, 9TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/14/2020 |
(Street)
NEW YORK, NY 10282
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock | 5/14/2020 | | P | | 8880 | A | $1.6677 (1) | 6029730 | D | |
Common Stock | 5/15/2020 | | P | | 8875 | A | $1.6686 (2) | 6038605 | D | |
Common Stock | 5/18/2020 | | P | | 2195 | A | $1.7898 (3) | 6040800 | D | |
Common Stock | | | | | | | | 160000 (4) | D | |
Common Stock | | | | | | | | 80000 (5)(6) | D | |
Common Stock | | | | | | | | 50000 (6)(7) | D | |
Common Stock | | | | | | | | 550000 (6)(8) | D | |
Common Stock | | | | | | | | 45000 | I | Held by Conlin Family Foundation Trust, in which the Reporting Person serves as co-trustee. |
Common Stock | | | | | | | | 2000000 | I | Held by RSMC Partners, LLC, of which the Reporting Person is a member. |
Common Stock | | | | | | | | 160000 (9) | I | Held by Matthew Conlin 2020 A Grantor Retained Annuity Trust, of which the Reporting Person is Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $1.76; the lowest price at which a purchase was made is $1.54. 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. |
(2) | Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $1.70; the lowest price at which a purchase was made is $1.605. 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. |
(3) | Represents the average purchase of the acquired shares. The highest price at which a purchase was made is $1.85; the lowest price at which a purchase was made is $1.73. 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. |
(4) | On March 27, 2018, the Reporting Person received a grant of 160,000 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 to occur on March 27, 2020, which delivery may be ended if the Reporting Person is terminated for cause. |
(5) | 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. |
(6) | 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. |
(7) | 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. |
(8) | 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. |
(9) | On May 15, 2020, 160,000 shares were transferred from the Reporting Person's personal account to the Matthew Conlin 2020 A Grantor Retained Annuity Trust, of which the Reporting Person is Trustee. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Conlin Matthew C/O FLUENT, INC. 300 VESEY STREET, 9TH FLOOR NEW YORK, NY 10282 | X | X | President |
|
Signatures
|
/s/ Matthew Conlin | | 5/18/2020 |
**Signature of Reporting Person | Date |
Fluent (NASDAQ:FLNT)
Historical Stock Chart
From Aug 2024 to Sep 2024
Fluent (NASDAQ:FLNT)
Historical Stock Chart
From Sep 2023 to Sep 2024