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).
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
34380C102
|
|
|
|
Page 2 of
5
|
|
1
|
NAME
OF REPORTING PERSONS
Mathew R. Conlin
|
|||
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☒
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE OF
FUNDS
PF
|
|||
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
|
|||
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
5,685,020(1)
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
0
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
5,685,020(1)
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
2,000,000(2)
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,685,020
|
|||
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|||
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
10.2%(3)
|
|||
|
14
|
TYPE OF REPORTING
PERSON
IN
|
|||
(1)
Includes
1,077,040 shares of the Company’s common stock held by the
Matthew Conlin 2017 Retained Annuity Trust, of which the Reporting
Person serves as Trustee and 20,000 shares of the Company’s
common stock which may be deemed held by the Reporting Person
indirectly as a result of the Reporting Person’s role as
co-trustee of the Conlin Family Foundation Trust.
(2)
Includes
2,000,000 shares of the Company’s common stock (the
“RSMC Shares”) which may be deemed held by the
Reporting Person indirectly as a result of the Reporting
Person’s membership in RSMC Partners, LLC
(“RSMC”).
(3)
Based
on 75,289,624 shares of the Company’s Common Stock
outstanding in July 6, 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
34380C102
|
|
|
|
Page 3 of
5
|
Item 1.
Security and Issuer.
This Amendment No. 3 (the “Amendment”) is filed by
Mathew R. Conlin (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 5,400 shares of the
Company’s Common Stock for investment purposes at a price of
$2.483 per share for an aggregate purchase price of
$9,187 using personal funds.
On May 14, 2018, the Reporting
Person acquired 44,600 shares of the Company’s Common Stock
for investment purposes at an
average price per share of $2.514 for an aggregate purchase price of $112,140 using
personal funds.
On June 14, 2018, the Reporting Person acquired 100,000 shares of
the Company’s Common Stock for investment purposes at a price
per share of $2.50 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 7,685,020 shares of
common stock of the Company, representing 10.2 % 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.
Shares
of Common Stock listed as beneficially owned by the Reporting
Person excludes shares of Common Stock held by any of the other
parties to the Stockholders’ Agreements, including the First
Separately Filing Group Members and Second Separately Filing Group
Members, as to which the Reporting Person disclaims beneficial
ownership.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
34380C102
|
|
|
|
Page 4 of
5
|
(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 5,400 shares of the
Company’s Common Stock for investment purposes at a price of
$2.483 per share for an aggregate purchase price of $9,187 using
personal funds.
On May 14, 2018, the Reporting Person acquired 44,600 shares of the
Company’s Common Stock for investment purposes at an average
price per share of $2.514 for an aggregate purchase price of $112,140 using personal
funds.
On June 14, 2018, the Reporting Person acquired 100,000 shares of
the Company’s Common Stock for investment purposes at an
average price per share of $2.50 for an aggregate purchase 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSIP No.
34380C102
|
|
|
|
Page 5 of
5
|
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.
|
|
|
|
|
|
|
|
|
Dated:
July 9, 2018
|
|
|
|
By:
|
|
/s/
Matthew R. Conlin
|
|
|
|
|
|
|
|
Matthew
R. Conlin
|
|
|
|
|
|
|
|
|
|
|
|
|