| 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). | |||||||||||||||||
| 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)
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2. Issuer Name and Ticker or Trading Symbol
Fluent, Inc. [ FLNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/19/2025 | J | 8,104 | D | (1) | 3,049,085 | I | By Global Value Investment Corporation(2) | ||
| Common Stock | 18,599 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Warrants | $0.0005 | 05/15/2025 | A | 11,366 | (3) | (4) | Common Stock | 11,366 | $2.1995 | 11,366 | D | ||||
| Warrants | $2.2 | 05/15/2025 | A | 11,366 | (5) | (6) | Common Stock | 11,366 | $0 | 11,366 | D | ||||
| Pre-Funded Warrants | $0.0005 | 05/15/2025 | A | 67,059 | (3) | (4) | Common Stock | 67,059 | $2.1995 | 67,059 | I | By Global Value Investment Corporation(2) | |||
| Warrants | $2.2 | 05/15/2025 | A | 67,059 | (5) | (6) | Common Stock | 67,059 | $0 | 67,059 | I | By Global Value Investment Corporation(2) | |||
| Explanation of Responses: |
| 1. As of May 19, 2025, certain separately managed accounts terminated their relationship with, and are no longer advised by, Global Value Investment Corporation. The positions held in such accounts are therefore no longer included herein. |
| 2. These securities are held in one or more accounts managed indirectly by Global Value Investment Corporation or its subsidiary or its affiliated persons/entities (collectively, "GVIC"). The reporting person is the CEO and President of GVIC. These securities may be deemed to be beneficially owned by GVIC because it serves as the investment manager and/or investment advisor to separately managed accounts, investment partnerships, and/or individuals, and by the reporting person because he exercises significant managerial control over GVIC. The reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest, if any, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 3. The Pre-Funded Warrants will be exercisable after stockholder approval of the offering of the Pre-Funded Warrants. |
| 4. The Pre-Funded Warrants will terminate when exercised in full. |
| 5. The Warrants will be exercisable after stockholder approval of the offering of the Warrants. |
| 6. The Warrants will expire three years from the date of issuance. |
| James P. Geygan | 05/19/2025 | |
| ** 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. | ||