RDVT Red Violet Inc

This Schedule 13D is filed by Matthew Conlin (the “Reporting Person”) with respect to shares of common stock, par value $0.001 per share, of Red Violet, Inc., a Delaware corporation (the “Issuer”), formerly a wholly-owned subsidiary of Cogint, Inc., also a Delaware corporation (“cogint”). Effective March 26, 2018 (the “Effective Date”), the Issuer and cogint entered into a spin-off as further described in Item 3 below.

The principal executive offices of the Issuer are located at 2650 North Military Trail, Suite 300, Boca Raton, Florida 33431.

The Reporting Person is a party to a Stockholders’ Agreement with the Separately Filing Group Members (as defined below) and certain non-reporting stockholders, effective as of March 26, 2018 (the “Stockholders’ Agreement”), pursuant to which, among other things, the parties agreed to vote in favor of Michael Brauser’s nominees for the Issuer’s board of directors. As a result, the Reporting Person may be deemed to be a member of a “group” within the meaning of Section 13(d)(3) of the Exchange Act. The group comprises of the Reporting Person and certain of his affiliates, Michael Brauser and certain of his affiliates, and Ryan Schulke and certain of his affiliates (the “Separately Filing Group Members”). It is the understanding of the Reporting Person that certain of the Separately Filing Group Members are each filing separate Schedule 13Ds under the Exchange Act when required to do so.

The principal business address of the Reporting Person is 33 Whitehall Street, 15th Floor, New York, New York. The Reporting Person’s principal occupation is President of cogint. The Reporting Person is a United States citizen.

During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

On the Effective Date, in connection with the spin-off of the Issuer by cogint (the “Spin-off”), 100% of the Issuer’s common stock was distributed pro rata to holders of cogint’s common stock and certain warrants. Holders of cogint common stock received one share of the Issuer’s common stock for each 7.5 shares of cogint common stock held as of the close of business on March 19, 2018 (the “Record Date”).

The Spin-off is governed by a Separation and Distribution Agreement and other related agreements (collectively, the “Spin-off Documents”), which provide the terms and conditions of the separation of the two businesses and for the Spin-off, which included Issuer’s right to a $20.0 million cash contribution from cogint before the Spin-Off.

Before the Record Date, cogint accelerated the vesting of all outstanding restricted stock units (“RSUs”) and stock options owned by employees or independent contractors of the Issuer and delivered all shares of common stock underlying such RSUs and stock options exercised before the Record Date, so that such shares participated in the Spin-off pro rata.

In addition, holders of certain warrants to purchase cogint common stock participated in the Spin-off pro rata, in accordance with the terms of their warrants.

In aggregate, 10,266,612 shares of the Issuer’s common stock were distributed in the Spin-off on the Effective Date.

The information regarding the Spin-off in Item 3 is incorporated herein by reference.

The Reporting Person acquired the Issuer’s common stock for investment purposes. The Reporting Person may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Person, acquire additional shares of the Issuer’s common stock, or securities convertible into the Issuer’s common stock. The Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to his investment and take such actions as he deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a private transaction or by gift, all or a portion of the shares of the Issuer’s common stock which he now owns or may hereafter acquire.

Other than as described above, the Reporting Person does not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.

(a) The Reporting Person is the beneficial owner of 999,335 shares of common stock of the Issuer, in the aggregate, representing 9.7% of the Issuer’s outstanding Common Stock, which includes (i) 143,605 shares held by the Matthew Conlin 2017 Retained Annuity Trust, of which the Reporting Person serves as the sole trustee; (ii) 266,666 shares held by RSMC Partners, LLC, of which the Reporting Person is a member; and (iii) 2,666 shares held by Conlin Family Foundation Trust, in which the Reporting Person serves as co-trustee. The percentage of beneficial ownership is based upon 10,266,612 shares of the Issuer’s common stock outstanding as of March 26, 2018.

The parties to the Stockholders’ Agreement, including the Reporting Person and the Separately Filing Group Members, may be deemed part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act. Accordingly, such group collectively may beneficially own 42.1% of the 10,266,612 shares of common stock outstanding. Shares of common stock listed as beneficially owned by the Reporting Person excludes shares of common stock held by any of the other parties to the Stockholders’ Agreement, including the Separately Filing Group Members, as to which the Reporting Person disclaims beneficial ownership.

(b) The information contained on the cover page to this Schedule 13D is incorporated herein by reference.

(c) Transactions in the Issuer’s securities affected by the Reporting Person during the past sixty days:

There were no transactions in the last 60 days.

(d)-(e) Not applicable.

The information in Item 2 is incorporated herein by reference.

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.