Sec Form 4 Filing - DELL JEFFREY ALAN @ Cogint, Inc. - 2017-04-13

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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
DELL JEFFREY ALAN
2. Issuer Name and Ticker or Trading Symbol
Cogint, Inc. [ COGT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Information Officer
(Last) (First) (Middle)
C/O COGINT, INC., 2650 N. MILITARY TRAIL, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
04/13/2017
(Street)
BOCA RATON, FL33431
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 ( 1 ) ( 2 ) 04/13/2017 A 40,000 A $ 0 ( 1 ) 40,000 ( 1 ) D
Common Stock 20,094 D
Common Stock ( 3 ) 15,000 D
Common Stock ( 4 ) 13,333 D
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
DELL JEFFREY ALAN
C/O COGINT, INC.
2650 N. MILITARY TRAIL, SUITE 300
BOCA RATON, FL33431
Chief Information Officer
Signatures
/s/ Jeffrey A. Dell 04/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 13, 2017, the reporting person received a grant of 40,000 restricted stock units ("RSUs"), convertible into common stock of the issuer ona one-for-one basis. The RSUs vest in three approximately equal installments on June 1, 2017, 2018 and 2019, subject toaccelerated vesting under certain conditions.
( 2 )Within 30 days of the effective grant date, the reporting person may elect to defer delivery of any vested RSUs until a later date.
( 3 )Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest annually in three equal installments of 5,000 shares annually on August 22, 2017, August 22, 2018 and August 22, 2019, subject to accelerated vesting under certain conditions.
( 4 )On November 16, 2015, the reporting person received a grant, subject tostockholder approval which was obtained June 1, 2016, of 20,000 RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest in three equal annual installments beginning November 16, 2016 (the "Time Conditions") provided, however, that no tranche of RSUs will vest until it is determined that Cogint, Inc. has exceeded certain revenue targets and achieved positive EBITDA in any one fiscal year during the vesting period (the "Performance Conditions"). Cogint, Inc. determined the Performance Conditions were met effective March 14, 2017. As such, the subsequent tranches vest equally on November 16, 2017 and November 16, 2018.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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