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Conlin Matthew – ‘4’ for 8/15/22 re: Fluent, Inc.

On:  Wednesday, 8/17/22, at 8:20am ET   ·   For:  8/15/22   ·   As:  Director, Officer and 10% Owner   ·   Accession #:  1437749-22-20782   ·   File #:  1-37893

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/17/22  Conlin Matthew                    4          D,O,%Owner  1:9K   Fluent, Inc.                      RDG Filings/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      9K 
                Securities by an Insider -- rdgdoc.xml/3.6                       




        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Conlin Matthew

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

(Street)
NEW YORKNY10282

(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)
XDirectorX10% Owner
XOfficer (give title below) Other (specify below)
Chief Customer Officer
3. Date of Earliest Transaction (Month/Day/Year)
8/15/22
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 8/15/22 P 40,000A$1.6953 (1)357,570IHeld by Conlin Family Foundation Trust, in which the Reporting Person serves as co-trustee.
Common Stock 5,499,216D
Common Stock 80,000D (2) (3)
Common Stock 50,000D (3) (4)
Common Stock 550,000D (3) (5)
Common Stock 2,000,000IHeld by RSMC Partners, LLC, of which the Reporting Person is a member.
Common Stock 106,125IHeld by Matthew Conlin 2020 A Grantor Retained Annuity Trust, of which Reporting Person is Trustee.
Common Stock 557,159IHeld by Matthew Conlin 2020 B Grantor Retained Annuity Trust, of which Reporting Person is Trustee.
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1)  The price reported in Column 4 is a weighted average price. These share were bought in multiple transactions at prices ranging from $1.65 to $1.70, 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.
(2)  Represents 80,000 RSUs granted to the Reporting Person under the Issuer's 2015 Stock Incentive Plan on March 20, 2018, which vested in three equal annual installments, beginning on March 1, 2019.
(3)  The Reporting Person has elected to defer delivery of the vested RSUs until the Reporting Person's separation of service from the Company or a Change of Control.
(4)  Represents 50,000 RSUs granted to the Reporting Person under the Issuer's 2015 Stock Incentive Plan on April 13, 2017, which vested in three approximately equal installments beginning on February 1, 2018.
(5)  Represents 550,000 RSUs granted to the Reporting Person under the Issuer's 2015 Stock Incentive Plan on December 8, 2015, subject to stockholder approval, which was obtained on June 1, 2016. These RSUs vested subject to certain time and performance conditions, all of which were met as of January 1, 2019.
/s/ Matthew Conlin 8/17/22
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    P    Open market or private purchase of non-derivative or derivative security.

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