If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e),
240.13d-1(f)
or
240.13d-1(g),
check the following box. ☐
The information required on the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
|
|
|
CUSIP No. 75704L104
|
|
Page 2 of 5
|
|
|
|
|
|
|
|
1.
|
|
NAMES OF
REPORTING PERSONS
Ryan Schulke
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☒
|
3.
|
|
SEC USE ONLY
|
4.
|
|
SOURCE OF FUNDS (see instructions)
OO
|
5.
|
|
CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
|
6.
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE VOTING POWER
821,938
|
|
8.
|
|
SHARED VOTING POWER
266,666
(1)
|
|
9.
|
|
SOLE DISPOSITIVE POWER
821,938
|
|
10.
|
|
SHARED DISPOSITIVE POWER
266,666
(1)
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,088,604
|
12.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (see instructions) ☐
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
10.6%
(2)
|
14.
|
|
TYPE OF REPORTING PERSON (see
instructions)
IN
|
(1)
|
Consists of shares of the Companys common stock, which may be deemed beneficially owned by the Reporting Person as a result of the Reporting Persons membership in RSMC Partners, LLC.
|
(2)
|
Based on 10,266,612 shares of the Issuers Common Stock outstanding as of March 26, 2018.
|
|
|
|
CUSIP No. 75704L104
|
|
Page 3 of 5
|
Item 1.
|
Security and Issuer.
|
This Schedule 13D is filed by Ryan Schulke (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.
Item 2.
|
Identity and Background.
|
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 Brausers nominees for the Issuers 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 Matthew Conlin 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 Persons principal
occupation is Chief Executive Officer 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.
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
On the Effective Date, in connection with the
spin-off
of the Issuer by cogint (the Spin-off), 100% of the Issuers common stock was distributed pro rata to holders of cogints common stock and certain warrants. Holders of cogint common
stock received one share of the Issuers 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 Issuers 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 Issuers common stock were distributed in the
Spin-off
on the Effective
Date.
Item 4.
|
Purpose of Transaction.
|
The information regarding the
Spin-off
in Item 3 is incorporated herein by reference.
The Reporting Person acquired the Issuers 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 Issuers common stock, or securities convertible into the Issuers 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 Issuers 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.
|
|
|
CUSIP No. 75704L104
|
|
Page 4 of 5
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a) The Reporting Person is the beneficial owner of 1,088,604
shares of common stock of the Issuer, in the aggregate, representing 10.6% of the Issuers outstanding Common Stock, which includes 266,666 shares held by RSMC, of which the Reporting Person is a member. The percentage of beneficial ownership
is based upon 10,266,612 shares of the Issuers 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 Agreements, 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 Issuers securities effected by the Reporting Person during the past sixty
days:
There were no transactions in the last 60 days.
(d)-(e) Not applicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
The
information in Item 2 is incorporated herein by reference.
Item 7.
|
Materials to be Filed as Exhibits.
|
|
|
|
Exhibit 99.1
|
|
Stockholders Agreement, dated March 26, 2018, by and among Michael Brauser, Birchtree Capital, LLC, Grander Holdings, Inc. 401K, Ryan Schulke, RSMC Partners LLC, Matthew Conlin, Matthew Conlin Grantor Retained Annuity
Trust, Conlin Family Foundation, Sean Cullen and Matthew Koncz.
|
|
|
|
CUSIP No. 75704L104
|
|
Page 5 of 5
|
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.
|
|
|
|
|
|
|
|
|
|
|
Dated: April 6, 2018
|
|
|
|
By:
|
|
/s/ Ryan Schulke
|
|
|
|
|
|
|
Ryan Schulke
|