SEC Info - Schulke Ryan - ‘4’ for 3/31/21 re: Fluent, Inc.

FORM 4

UNITED 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

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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^*

Schulke Ryan

(Last)

(First)

(Middle)

C/O FLUENT, INC.

300 VESEY STREET, 9TH FLOOR

(Street)

NEW YORK

10282

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
3/31/21

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	3/31/21		F		60,800 ⁽¹⁾	D	$4.0577	6,542,990	D
Common Stock								80,000 ⁽²⁾ ⁽³⁾	D
Common Stock								50,000 ⁽³⁾ ⁽⁴⁾	D
Common Stock								550,000 ⁽³⁾ ⁽⁵⁾	D
Common Stock								85,500	I	Held by The Schulke Inn Family Foundation Trust in which the Reporting Person serves as Co-Trustee.
Common Stock								2,000,000	I	Held by RSMC Partners, LLC, of which the Reporting Person is a member.
Common Stock								969,379	I	Held by The Ryan Schulke 2020 GRAT, of which the 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) Represents shares withheld to satisfy the Reporting Person's tax withholding obligation with respect to the vesting of 160,000 restricted stock units ("RSUs") previously granted to the Reporting Person on March 27, 2018.

(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 these vested RSUs until the Reporting Person's separation of service from the Company or death or disability.

(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/ Ryan Schulke	4/2/21
	** Signature of Reporting Person	Date
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:
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

Schulke Ryan – ‘4’ for 3/31/21 re: Fluent, Inc.

On: Monday, 4/5/21, at 6:08am ET · For: 3/31/21 · Accession #: 1437749-21-8149 · File #: 1-37893

Previous ‘4’: ‘4’ on 8/17/20 for 8/13/20 · Next: ‘4’ on 5/17/21 for 5/13/21 · Latest: ‘4’ on 3/14/24 for 3/13/24

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

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

Schulke Ryan – ‘4’ for 3/31/21 re: Fluent, Inc.

On: Monday, 4/5/21, at 6:08am ET · For: 3/31/21 · Accession #: 1437749-21-8149 · File #: 1-37893

Previous ‘4’: ‘4’ on 8/17/20 for 8/13/20 · Next: ‘4’ on 5/17/21 for 5/13/21 · Latest: ‘4’ on 3/14/24 for 3/13/24

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

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

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