UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to
§240.13d-1(a) and Amendments
Thereto Filed Pursuant to §240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Fluent, Inc.
(Name of Issuer)
Common Stock, par value $0.0005 per share
(Title of Class of Securities)
34380C102
(CUSIP Number)
Daniel J. Barsky, Esq.
Fluent, Inc.
33 Whitehall Street, 15th Floor
New York, NY 10004
(646) 669-7272
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 14, 2018
(Date of Event which Requires Filing of This
Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box ☐.
Note. Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No.
34380C102
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Page 2 of
5
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1
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NAME
OF REPORTING PERSONS
Ryan Schulke
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
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3
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SEC USE
ONLY
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4
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SOURCE OF
FUNDS
OO & PF
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER
OF
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7
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SOLE VOTING
POWER
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9,001,537(1)
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
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0
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
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7,001,537
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REPORTING
PERSON
WITH
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10
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SHARED DISPOSITIVE
POWER
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2,000,000(1)
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,001,537
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
12.0%(2)
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14
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TYPE OF REPORTING
PERSON
IN
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(1)
Includes
2,000,000 shares of the Company’s Common Stock beneficially
owned by the Reporting Person indirectly as a result of the
Reporting Person’s membership in RSMC Partners, LLC (the
“RSMC Shares”). Mr. Schulke has sole voting power and
shares dispositive power over the RSMC Shares.
(2)
Based on
75,289,624 shares of the Company’s Common Stock outstanding
as of July 6, 2018.
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CUSIP No.
34380C102
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Page 3 of
5
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This Amendment No. 3 (the “Amendment”) is filed by
Ryan Schulke (the “Reporting Person”) and amends and
supplements the statement on Schedule 13D filed on March 1,
2016 (the “Original Schedule 13D”), as amended by
Amendment No. 1 to the Original Schedule 13D filed on
February 14, 2017, as amended by Amendment No. 2 filed on
April 6, 2018 (“Amendment No. 2”) with respect to
shares of common stock, par value $0.0005 per share, of Fluent,
Inc., a Delaware corporation (the “Issuer”). The
principal executive offices of the Issuer are located at 33
Whitehall Street, 15th
Floor, New York, New York
10004.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3 is amended by adding the following paragraphs to the end of
the item:
On May 11, 2018, the Reporting Person acquired 37,000 shares of the
Company’s Common Stock for investment purposes at a price of
$2.45 per share for an
aggregate purchase price of $90,650 using personal
funds.
On June 8, 2018, the Reporting Person acquired 500,000 shares of
the Company’s Common Stock for investment purposes by
exchanging 191,000 shares of the Common Stock of Red Violet, Inc.
(“Red Violet”) in a privately negotiated transaction.
For purposes of this exchange, the assumed price per share of the
Company’s shares was $2.80 per share and the assumed price
per share of the Red Violet shares was $7.33 per
share.
On June 14, 2018, the Reporting Person acquired 100,000 shares of
the Company’s Common Stock for investment purposes at a price
of $2.50 per share for an aggregate purchase price of
$250,000 in a privately
negotiated transaction using personal funds.
Item 4.
Purpose of Transaction.
Item 4 is amended by adding the following text to the end of the
item:
The information in Item 3 is incorporated herein by
reference.
Other than as described above, the Reporting Person does not have
any present plan or proposal which relates to, or would result in
any action with respect to, the matters listed in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is deleted in its entirety and replaced with the following
text:
(a) The
Reporting Person is the beneficial owner of 9,001,537 shares of
common stock of the Company, representing 12.0% of the
Company’s Common Stock, which does not include shares
underlying restricted stock units and deferred stock units that
have vested or will vest within 60 days as the delivery of such
shares is deferred. The percentage of beneficial ownership is based
upon 75,289,624 shares of the
Company’s Common Stock outstanding as of July 6,
2018.
The parties to the “Stockholders’
Agreements”, including the Reporting Person and the
“First Separately Filing Group Members” (as those terms
are defined in Amendment No. 2), may be deemed part of a
“group” within the meaning of Section 13(d)(3) of the
Exchange Act. Accordingly, such group collectively may beneficially
own 31.6% of the 75,289,624 shares of common stock
outstanding.
The parties to the Stockholders’ Agreements,
including the Reporting Person and the “Second Separately
Filing Group Members” (as that term is defined in Amendment
No. 2), may be deemed part of a “group” within the
meaning of Section 13(d)(3) of the Exchange Act. Accordingly, such
group collectively may beneficially own 44.5% of the
75,289,624 shares of Common Stock
outstanding.
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CUSIP No.
34380C102
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Page 4 of
5
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(b)
The information contained on the Cover Page to this Amendment is
incorporated by reference.
(c)
Transactions in the Company’s securities effected by the
Reporting Person during the past sixty days:
On May 11, 2018, the Reporting Person acquired 37,000 shares of the
Company’s Common Stock at an average price of $2.45 per share
for an aggregate purchase price of $90,650 using personal
funds.
On June 8, 2018, the Reporting Person acquired 500,000 shares of
the Company’s Common Stock for investment purposes by
exchanging 191,000 shares of the Common Stock of Red Violet in a
privately negotiated transaction. For purposes of this exchange,
the assumed price per share of the Company’s shares was $2.80
per share.
On June 14, 2018, the Reporting Person acquired 100,000 shares of
the Company’s Common Stock at a price of $2.50 per share for
an aggregate price of $250,000 in a privately negotiated
transaction using personal funds.
There were no other additional transactions in the last 60
days
(d)-(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Item 6 is amended by adding the following paragraphs to the end of
the item:
The information set forth above in Item 3 is incorporated herein by
reference.
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CUSIP No.
34380C102
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Page 5 of
5
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Signatures
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Dated:
July 9, 2018
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By:
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/s/
Ryan Schulke
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Ryan
Schulke
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