Statement of Changes in Beneficial Ownership (4)
June 16 2022 - 1:42PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Conlin Matthew |
2. Issuer Name and Ticker or Trading Symbol
Fluent, Inc.
[
FLNT
]
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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 Customer Officer |
(Last)
(First)
(Middle)
C/O FLUENT, INC., 300 VESEY STREET, 9TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/14/2022 |
(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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 6/14/2022 | | P | | 7500 | A | $1.2786 (1) | 5499216 (2) | D | |
Common Stock | | | | | | | | 80000 (3)(4) | D | |
Common Stock | | | | | | | | 50000 (4)(5) | D | |
Common Stock | | | | | | | | 550000 (4)(6) | D | |
Common Stock | | | | | | | | 2000000 | I | Held by RSMC Partners, LLC, of which the Reporting Person is a member. |
Common Stock | | | | | | | | 106125 | I | Held by Matthew Conlin 2020 A Grantor Retained Annuity Trust, of which Reporting Person is Trustee. |
Common Stock | | | | | | | | 317570 (2) | I | Held by Conlin Family Foundation Trust, in which the Reporting Person serves as co-trustee. |
Common Stock | | | | | | | | 557159 | I | Held by Matthew Conlin 2020 B Grantor Retained Annuity Trust, of which Reporting Person is Trustee. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) | The price reported in column 4 is a weighted average price. These shares were sold at an average price of $1.2786. The Reporting Person undertakes to provide Fluent, Inc., any Fluent, Inc. security holder or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. |
(2) | The Reporting Person transferred 250,000 shares of Common Stock from his direct account to the Conlin Family Foundation Trust on April 21, 2022. |
(3) | Represents 80,000 RSUs granted to the Reporting Person under the Issuer's 2015 Stock Incentive Plan on March 20, 2018, which vested in three equal annual installments, beginning on March 1, 2019. |
(4) | 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. |
(5) | Represents 50,000 RSUs granted to the Reporting Person under the Issuer's 2015 Stock Incentive Plan on April 13, 2017, which vested in three approximately equal installments beginning on February 1, 2018. |
(6) | Represents 550,000 RSUs granted to the Reporting Person under the Issuer's 2015 Stock Incentive Plan on December 8, 2015, subject to stockholder approval, which was obtained on June 1, 2016. These RSUs vested subject to certain time and performance conditions, all of which were met as of January 1, 2019. |
Reporting Owners
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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 | Chief Customer Officer |
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Signatures
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/s/ Matthew Conlin | | 6/16/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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