SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schulke Ryan

(Last) (First) (Middle)
C/O FLUENT, INC.
300 VESEY STREET, 9TH FLOOR

(Street)
NEW YORK NY 10282

(City) (State) (Zip)
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 Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/14/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 20,208(1) I Held by The Ryan Schulke 2020 Grantor Retained Annuity Trust(2)
Common Stock 1,197,665(1) D
Common Stock 149,690(1) I 2022 Ryan Schulke Grantor Retained Annuity Trust(3)
Common Stock 333,334(1) I RSMC Partners LLC(4)
Common Stock 06/14/2024 P 3,000 A $3.4153(5) 103,027(1) I The Schulke Inn Family Family Foundation Trust in which the Reporting Person serves as a Co-Trustee(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Pre-Funded Warrant $0.0005 (7) (8) Common Stock 1,743,499 1,743,499 D
Explanation of Responses:
1. On April 11, 2024, the Issuer effected a 6-for-1 reverse stock split (the "Reverse Stock Split"). The holding report here reflects such Reverse Stock Split.
2. The Reporting Person is the Trustee of the 2020 GRAT.
3. The Reporting Person is the Grantor of the 2022 GRAT.
4. The Reporting Person is a member of RSMC Partners LLC.
5. The price listed in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.41 to $3.4155, 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.
6. The reporting person is the Co-Trustee of The Schulke Inn Family Foundation Trust.
7. The Pre-Funded Warrants will be immediately exercisable after stockholder approval of the offering of the Issuer's Pre-Funded Warrants. The binding agreement for the transaction was entered into on May 13, 2024.
8. The Pre-Funded Warrants will terminate when exercised in full.
/s/ Ryan Schulke 06/18/2024
** 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 Number.

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