Sec Form 4 Filing - Conlin Matthew @ Cogint, Inc. - 2018-02-13

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
Conlin Matthew
2. Issuer Name and Ticker or Trading Symbol
Cogint, Inc. [ COGT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
President of Fluent, LLC
(Last) (First) (Middle)
C/O COGINT, INC., 2650 NORTH MILITARY TRAIL, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2018
(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 02/13/2018 P 20,000 A $ 2.81 ( 1 ) 4,397,980 D
Common Stock ( 2 ) ( 3 ) 50,000 ( 2 ) ( 3 ) D
Common Stock ( 3 ) ( 4 ) ( 5 ) 550,000 ( 3 ) ( 4 ) ( 5 ) D
Common Stock 2,000,000 I Held by RSMC Partners, LLC of which the reporting person is a member.
Common Stock 1,077,040 I Held by GRAT in which reporting person is Sole Trustee
Common Stock 20,000 I Held by Conlin Family Foundation Trust in which the Reporting Person serves as 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
Conlin Matthew
C/O COGINT, INC.
2650 NORTH MILITARY TRAIL, SUITE 300
BOCA RATON, FL33431
X President of Fluent, LLC
Signatures
/s/ Matthew Conlin 02/14/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were purchased in multiple transactions at prices ranging from $2.70 to $2.90, with a weighted average price per share of $2.81. The reporting person undertakes to provide Cogint, Inc., any security holder of Cogint, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price with the ranges set forth in this footnote.
( 2 )On April 13, 2017, the reporting person received a grant of 50,000 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 February 1, 2018, 2019 and 2020, subject to accelerated vestingunder certain conditions.
( 3 )The reporting person has elected to defer delivery of any vested RSUs until the reporting person's separation of service from the Company or death or disability.
( 4 )On December 8, 2015, the reporting person received a grant, subject to stockholder approval, of 550,000 RSUs, convertible into common stock of the issuer on a one-for-one basis. Stockholder approval was obtained on June 1, 2016. The RSUs are subject to vesting over a three-year period of 30% on January 1, 2017, 30% on January 1, 2018 and 40% on January 1, 2019 (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. Any subsequent tranches will vest in accordance with the Time Conditions.
( 5 )The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.

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