Sec Form 4 Filing - Schulke Ryan @ Fluent, Inc. - 2023-11-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Schulke Ryan
2. Issuer Name and Ticker or Trading Symbol
Fluent, Inc. [ FLNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer
(Last) (First) (Middle)
C/O FLUENT, INC., 300 VESEY STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/28/2023
(Street)
NEW YORK, NY10282
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 121,243 I Held by The Ryan Schulke 2020 Grantor Retained Annuity Trust ( 1 )
Common Stock 7,185,989 D
Common Stock 898,137 I 2022 Ryan Schulke Grantor Retained Annuity Trust ( 2 )
Common Stock 2,000,000 I RSMC Partners LLC ( 3 )
Common Stock 11/28/2023 P 12,000 A $ 0.509 ( 4 ) 356,500 I The Schulke Inn Family Family Foundation Trust in which the Reporting Peron serves as a Co-Trustee
Common Stock 11/29/2023 P 12,000 A $ 0.5043 ( 5 ) 368,500 I The Schulke Inn Family Family Foundation Trust in which the Reporting Peron serves as a Co-Trustee
Common Stock 11/30/2023 P 12,000 A $ 0.5205 ( 6 ) 380,500 I The Schulke Inn Family Family Foundation Trust in which the Reporting Peron serves as a Co-Trustee
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schulke Ryan
C/O FLUENT, INC.
300 VESEY STREET, 9TH FLOOR
NEW YORK, NY10282
X X Chief Strategy Officer
Signatures
/s/ Ryan Schulke 11/30/2023
Signature of Reporting Person Date
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 price listed in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.4951 to $0.5366, inclusive. The Reporting Person undertakes to provide Fluent, Inc., any Fluent, Inc. security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 5 )The price listed in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.4961 to $0.520, inclusive. The Reporting Person undertakes to provide Fluent, Inc., any Fluent, Inc. security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 6 )The price listed in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.5150 to $0.5310, inclusive. The Reporting Person undertakes to provide Fluent, Inc., any Fluent, Inc. security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

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).

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