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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 3/14/24 |
Issuer: |
| Issuer CIK: 1460329 |
| Issuer Name: Fluent, Inc. |
| Issuer Trading Symbol: FLNT |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1660879 |
| | Owner Name: Conlin Matthew |
| Reporting Owner Address: |
| | Owner Street 1: C/O FLUENT, INC. |
| | Owner Street 2: 300 VESEY STREET, 9TH FLOOR |
| | Owner City: NEW YORK |
| | Owner State: NY |
| | Owner ZIP Code: 10282 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? Yes |
| | Is Ten Percent Owner? Yes |
| | Officer Title: Chief Customer Officer |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,000,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Held by RSMC Partners, LLC. |
| Footnote ID: F1 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 12/29/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 429,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,681,450 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 12/29/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 429,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Held by Matthew Conlin 2022 Grantor Retained Annuity Trust |
| Footnote ID: F2 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 361,050 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Held by 2017 Conlin Shakira Family Trust. |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 3/14/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 25,000 |
| | | Transaction Price Per Share: |
| Value: 0.5486 |
| Footnote ID: F5 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 306,970 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Held by Conlin Family Foundation Trust |
| Footnote ID: F4 |
Footnotes: |
| Footnote - F1: The Reporting Person is a Member of RSMC Partners, LLC. |
| Footnote - F2: The Reporting Person is the Trustee of the 2022 GRAT and in such capacity has the right to vote and dispose of the securities held by such trust. |
| Footnote - F3: The Reporting Person disclaims ownership of these securities and this report shall not be deemed an admission that the Repotting Person owns such securities for purposes of Section 16 or for other purposes. |
| Footnote - F4: The Reporting Person is the Co-Trustee of the Conlin Family Foundation Trust and in such capacity has the shared right to vote and dispose of the securities held by such trust. |
| Footnote - F5: The price reported in column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $0.5370 to $0.5500, inclusive. The Reporting Person undertakes to provide to 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 specified in this footnote. |
Owner Signature: |
| Signature Name: /s/ Matthew Conlin |
| Signature Date: 3/14/24 |