Fluent, Inc.
16.10%
3,797,607
1460329
34380C201
Jun 17, 2025
Jun 20, 2025, 04:41 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Conlin Matthew | Individual | 16.10% | 3,797,607 | 3,797,607 | 0 |
Disclosure Items (4)
Common Stock, par value $0.0005 per share
Fluent, Inc.
300 VESEY STREET, NEW YORK, NY, 10282
Item 3 of the Schedule 13D is amended by adding the following paragraphs to the end of such item: The Pre-Funded Warrants were (as defined herein) purchased with the Reporting Person's personal funds.
The Reporting Person is the beneficial owner of 3,797,607 shares of common stock of the Issuer, representing 16.1% of the Issuer's common stock based on 21,853,756 shares of the Issuer's common stock outstanding as of June 18, 2025. The foregoing includes (i) 1,487,831 shares held directly, (ii) 333,334 shares held by RSMC Partners, LLC, (iii) 60,175 shares held by the 2017 Conlin Shakra Family Trust, (iv) 125,039 shares held by the Conlin Family Foundation Trust, (v) 612,110 Conversion Shares issuable upon conversion of the Note, (vi) 862,743 shares of common stock issuable upon exercise of pre-funded warrants issued to the Reporting Person and (vii) 316,375 shares of common stock issuable upon exercise of pre-funded warrants issued to the Conlin Family Foundation Trust. The number of Conversion Shares is based upon the consolidated closing price of the Issuer's common stock as of June 18, 2025 and is subject to change as described on page 2. The foregoing excludes (a) 91,667 RSUs that were fully vested as of January 1, 2019 but are subject to deferred delivery, (b) 8,333 RSUs that were fully vested as of February 1, 2020 but are subject to deferred delivery, and (c) 13,333 RSUs that were fully vested as of March 1, 2021 but are subject to deferred delivery. The Reporting Person is a member of RSMC Partners, LLC and Trustee of the Conlin Shakra Family Trust and Conlin Family Foundation Trust.
The Reporting Person is deemed to have sole power to vote or direct the vote of 3,797,607 shares of the Issuer's common stock, sole power to dispose or to direct the disposition of 3,464,273 shares of the Issuer's common stock, shared power vote or direct the vote of 0 shares of the Issuer's common stock and shared power to dispose or to direct the disposition of 333,334 shares of the Issuer's common stock as more fully described on page 2.
Other than the acquisition by the Reporting Person of an aggregate of 1,179,118 Pre-Funded Warrants to purchase shares of the Issuer's common stock (862,743 issued to the Reporting Person and 316,375 issued to Conlin Family Foundation Trust of which the Reporting Person is Trustee), the Reporting Person did not effect any transactions in the common stock of the Issuer in the past 60 days.
Not applicable.
Not applicable.