Statement of Changes in Beneficial Ownership (4)
August 17 2020 - 04:47PM
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
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APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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1. Name
and Address of Reporting Person * Schulke Ryan |
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)
Chief Executive Officer |
(Last)
(First)
(Middle)
C/O FLUENT, INC., 300 VESEY STREET, 9TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/13/2020
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(Street)
NEW YORK, NY 10282
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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
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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 |
8/13/2020 |
|
P |
|
14915 |
A |
$2.3243 (1) |
80415 |
I |
Held by The Schulke Inn Family Foundation Trust
in which the Reporting Person serves as
Co-Trustee. |
Common Stock |
8/14/2020 |
|
P |
|
5085 |
A |
$2.5821 (2) |
85500 |
I |
Held by The Schulke Inn Family Foundation Trust
in which the Reporting Person serves as
Co-Trustee. |
Common Stock |
|
|
|
|
|
|
|
6443790 |
D |
|
Common Stock |
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|
|
|
|
|
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160000 (3) |
D |
|
Common Stock |
|
|
|
|
|
|
|
80000 (4)(5) |
D |
|
Common Stock |
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|
|
|
|
|
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50000 (5)(6) |
D |
|
Common Stock |
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|
|
|
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550000 (5)(7) |
D |
|
Common Stock |
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|
|
|
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2000000 |
I |
Held by RSMC Partners, LLC, of which the
Reporting Person is a member. |
Common Stock |
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|
|
|
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969379 |
I |
Held by The Ryan Schulke 2020 GRAT, of which the
Reporting Person is Trustee. |
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 $2.35; the lowest price at which a purchase
was made is $2.25. 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 $2.66; the lowest price at which a purchase
was made is $2.42. 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) |
On March 27, 2018, the
Reporting Person received a grant of 160,000 deferred stock units
under the Issuer's Stock Incentive Plan, which vest immediately but
with delivery of the underlying shares to occur on March 27, 2021,
which delivery may be ended if the Reporting Person is terminated
for cause. |
(4) |
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. |
(5) |
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. |
(6) |
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. |
(7) |
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. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Schulke Ryan
C/O FLUENT, INC.
300 VESEY STREET, 9TH FLOOR
NEW YORK, NY 10282 |
X |
X |
Chief Executive Officer |
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Signatures
|
/s/ Ryan Schulke |
|
8/17/2020 |
**Signature of
Reporting Person |
Date |