Sec Form 4 Filing - Conlin Matthew @ Fluent, Inc. - 2024-03-07

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Conlin Matthew
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 Customer Officer
(Last) (First) (Middle)
C/O FLUENT, INC., 300 VESEY STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2024
(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 2,000,000 I Held by RSMC Partners, LLC. ( 1 )
Common Stock 12/29/2023 J 429,000 A $ 0 6,681,450 D
Common Stock 12/29/2023 J 429,000 D $ 0 0 I Held by Matthew Conlin 2022 Grantor Retained Annuity Trust ( 2 )
Common Stock 361,050 I Held by 2017 Conlin Shakira Family Trust. ( 3 )
Common Stock 03/07/2023 P 10,000 A $ 0.597 ( 5 ) 251,970 I Held by Conlin Family Foundation Trust ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Nu mber 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
Conlin Matthew
C/O FLUENT, INC.
300 VESEY STREET, 9TH FLOOR
NEW YORK, NY10282
X X Chief Customer Officer
Signatures
/s/ Matthew Conlin 03/07/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person is a Member of RSMC Partners, LLC.
( 2 )The Reporting Person is the Trustee of the 2022 GRAT and in such capacity has the right to vote and dispose of the securities held by such trust.
( 3 )The Reporting Person disclaims ownership of these securities and this report shall not be deemed an admission that the Repotting Person owns such securities for purposes of Section 16 or for other purposes.
( 4 )The Reporting Person is the Co-Trustee of the Conlin Family Foundation Trust and in such capacity has the shared right to vote and dispose of the securities held by such trust.
( 5 )The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.5891 to $0.5980, inclusive. The Reporting Person undertakes to provide to 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 specified 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).

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.