Chief Strategy Officer Schulke Ryan exercised 1,743,499 shares at a strike of $0.00, increasing direct ownership by 146% to 2,941,164 units (SEC Form 4)
$FLNT
Advertising
Consumer Discretionary
| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Fluent, Inc. [ FLNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 07/09/2024 | M | 1,743,499 | A | $0.0005 | 2,941,164 | D | |||
| Common Stock | 20,208 | I | Held by The Ryan Schulke 2020 Grantor Retained Annuity Trust(1) | |||||||
| Common Stock | 149,690 | I | 2022 Ryan Schulke Grantor Retained Annuity Trust(2) | |||||||
| Common Stock | 333,334 | I | RSMC Partners LLC(3) | |||||||
| Common Stock | 103,027 | I | The Schulke Inn Family Foundation Trust in which the Reporting Person serves as a Co-Trustee(4) | |||||||
|
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 | ||||||||
| Pre-Funded Warrant | $0.0005 | 07/09/2024 | M | 1,743,499 | 07/02/2024(5) | (6) | Common Stock | 1,743,499 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person is the Trustee of the 2020 GRAT. |
| 2. The Reporting Person is the Grantor of the 2022 GRAT. |
| 3. The Reporting Person is a member of RSMC Partners LLC. |
| 4. The reporting person is the Co-Trustee of The Schulke Inn Family Foundation Trust. |
| 5. The Pre-Funded Warrants became immediately exercisable after stockholder approval of the offering of the Issuer's Pre-Funded Warrants, which approval was obtained on July 2, 2024. The binding agreement for the transaction was entered into on May 13, 2024. |
| 6. The Pre-Funded Warrants will terminate when exercised in full. |
| /s/ Ryan Schulke | 07/11/2024 | |
| ** 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. | ||