Statement of Changes in Beneficial Ownership (4)
November 24 2020 - 5:04PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
DELL JEFFREY ALAN |
2. Issuer Name and Ticker or Trading Symbol
Red Violet, Inc.
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RDVT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Information Officer |
(Last)
(First)
(Middle)
C/O RED VIOLET, INC., 2650 N. MILITARY TRAIL, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/20/2020 |
(Street)
BOCA RATON, FL 33431
(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 | 11/20/2020 | | A | | 20000 (1) | A | (1) | 57833 | D | |
Common Stock | | | | | | | | 16666 (2) | D | |
Common Stock | | | | | | | | 75000 (3) | D | |
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) | On November 20, 2020, the reporting person received a grant of 20,000 restricted stock units ("RSUs"), convertible into common stock of the
issuer on a one-for-one basis, which vest in three equal installments on each of November 1, 2021, November 1, 2022, and November 1, 2023,
subject to accelerated vesting under certain conditions. |
(2) | Represents the third tranche of the performance- and time-based grant originally approved by the Company's Compensation Committee on
July 1, 2018, which shall vest on July 1, 2021, subject to accelerated vesting under certain conditions. |
(3) | Represents a performance grant on August 28, 2019 of RSUs (the "2019 Performance Grant), subject to accelerated vesting under certain conditions. The 2019 Performance Grant shall not vest unless and until the Company has, for any fiscal quarter through September 30, 2022 (i) gross revenue determined in accordance with the Company's reviewed or audited financial statements in excess of $12.5 million for such fiscal quarter, (ii) positive adjusted EBITDA of at least $2.0 million, as determined based on the Company's reviewed or audited financial statements for such fiscal quarter, and (iii) the participant continues to provide services to the Company either as an employee, director or consultant on the last date of the quarter that the performance criteria is met (collectively, the "2019 Performance Criteria"). If the 2019 Performance Criteria are met, the RSUs vest one-third annually on each of September 1, 2020, September 1, 2021, and September 1, 2022. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
DELL JEFFREY ALAN C/O RED VIOLET, INC. 2650 N. MILITARY TRAIL, SUITE 300 BOCA RATON, FL 33431 |
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| Chief Information Officer |
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Signatures
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/s/ Jeffrey Dell | | 11/24/2020 |
**Signature of Reporting Person | Date |
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