SEC FORM 4 SEC Form 4
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*
Patrick Donald Huntley

(Last) (First) (Middle)
300 VESEY STREET
9TH FLOOR

(Street)
NEW YORK NY 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2019
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)
Code V Amount (A) or (D) Price
Common Stock 08/20/2019 P 2,900 A $2.996 111,234 D
Common Stock 08/21/2019 P 12,100 A $3.1 123,334 D
Common Stock(1) 50,000 D
Common Stock(2) 16,666 D
Common Stock(3) 50,000 D
Common Stock(4) 225,000 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $4.72 02/01/2020(5) 02/01/2029 Common Stock 396,000 396,000 D
Explanation of Responses:
1. On March 20, 2018, the Reporting Person received a grant of 50,000 restricted stock units ("RSUs") under the Issuer's 2015 Stock Incentive Plan. The RSUs will vest in two equal annual installments, beginning on February 1, 2020.
2. Also on March 20, 2018, the Reporting Person received a grant of 16,666 RSUs under the Issuer's 2015 Stock Incentive Plan. The RSUs will vest in two equal annual installments, beginning on March 1, 2020.
3. On March 27, 2018, the Reporting Person received a grant of 50,000 deferred stock units under the Issuer's Stock Incentive Plan, which vest immediately but with delivery of the underlying shares in two annual installments commencing on March 27, 2020, which delivery may be ended if the Reporting Person is terminated for cause.
4. On February 1, 2019, the Reporting Person received a grant of 225,000 RSUs under the Issuer's 2018 Stock Incentive Plan. Subject to continuing service, the RSUs will vest in four equal annual installments, beginning on February 1, 2021.
5. Subject to continuing service, 50% of the Stock Option Grants will vest on February 1, 2020. Subject to continuing service, the remaining 50% of the Stock Option Grants will vest if the Issuer's stock price remains above $7.375 for 20 consecutive trading days; provided, that no shares will vest prior to February 1, 2020.
Remarks:
/s/ Donald Patrick 08/22/2019
** 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).
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