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Ownership Document |
Schema Version: X0306 |
Document Type: 4 |
Period of Report: 6/14/22 |
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 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 6/14/22 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,500 |
| | | Transaction Price Per Share: |
| Value: 1.2786 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 5,499,216 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 80,000 |
| Footnote ID: F3 |
| Footnote ID: F4 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 50,000 |
| Footnote ID: F4 |
| Footnote ID: F5 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 550,000 |
| Footnote ID: F4 |
| Footnote ID: F6 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| 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, of which the Reporting Person is a member. |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 106,125 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Held by Matthew Conlin 2020 A Grantor Retained Annuity Trust, of which Reporting Person is Trustee. |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 317,570 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Held by Conlin Family Foundation Trust, in which the Reporting Person serves as co-trustee. |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 557,159 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Held by Matthew Conlin 2020 B Grantor Retained Annuity Trust, of which Reporting Person is Trustee. |
Footnotes: |
| Footnote - F1: The price reported in column 4 is a weighted average price. These shares were sold at an average price of $1.2786. The Reporting Person undertakes to provide Fluent, Inc., any Fluent, Inc. security holder or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. |
| Footnote - F2: The Reporting Person transferred 250,000 shares of Common Stock from his direct account to the Conlin Family Foundation Trust on April 21, 2022. |
| Footnote - F3: 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. |
| Footnote - F4: 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. |
| Footnote - F5: 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. |
| Footnote - F6: 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. |
Owner Signature: |
| Signature Name: /s/ Matthew Conlin |
| Signature Date: 6/16/22 |