Statement of Changes in Beneficial Ownership (4)
August 17 2022 - 08:21AM
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).
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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
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * 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)
Chief Customer Officer |
(Last)
(First)
(Middle)
C/O FLUENT, INC., 300 VESEY STREET, 9TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
8/15/2022
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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)
|
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 |
8/15/2022 |
|
P |
|
40000 |
A |
$1.69530 (1) |
357570 |
I |
Held by Conlin Family Foundation Trust, in which
the Reporting Person serves as co-trustee. |
Common Stock |
|
|
|
|
|
|
|
5499216 |
D |
|
Common Stock |
|
|
|
|
|
|
|
80000 |
D (2)(3) |
|
Common Stock |
|
|
|
|
|
|
|
50000 |
D (3)(4) |
|
Common Stock |
|
|
|
|
|
|
|
550000 |
D (3)(5) |
|
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 |
|
|
|
|
|
|
|
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)
|
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 share were bought in multiple
transactions at prices ranging from $1.65 to $1.70, inclusive. The
reporting person undertakes to provide Fluent, Inc., any Fluent,
Inc. security holder or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of
shares purchased at each separate price within the range set forth
in this footnote. |
(2) |
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. |
(3) |
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. |
(4) |
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. |
(5) |
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
|
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 |
|
Signatures
|
/s/ Matthew Conlin |
|
8/17/2022 |
**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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