Sec Form 4 Filing - Conlin Matthew @ Fluent, Inc. - 2021-11-30

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 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) President (Last) (First) (Middle) C/O FLUENT, INC., 300 VESEY STREET, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2021 (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 11/30/2021 P 25,000 A $ 1.8556 5,681,716( 1 )( 6 )( 7 ) D Common Stock 80,000( 2 )( 3 ) D Common Stock 50,000( 3 )( 4 ) D Common Stock 550,000( 3 )( 5 ) D Common Stock 557,159( 6 ) I Held by Matthew Conlin 2020 B Grantor Retained Annuity Trust, of which Reporting Person is Trustee. Common Stock 2,000,000 I Held by RSMC Partners, LLC, of which the Reporting Person is a member. Common Stock 106,125( 7 ) I Held by Matthew Conlin 2020 A Grantor Retained Annuity Trust, of which Reporting Person is Trustee. Common Stock 67,570 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 FLUENT, INC. 300 VESEY STREET, 9TH FLOOR NEW YORK, NY10282 X X President Signatures /s/ Matthew Conlin 12/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person purchased 25,000 shares of common stock on November 30, 2021 in open market transactions at an average price per share of $1.8556. The highest price per share was $1.90 and the lowest price per share was $1.82. ( 2 )Represents 80,000 RSUs granted to the Reporting Person under the Issuer's 2015 Stock Incentive Plan on March 20, 2018, which vested in three equal annual installments, beginning on March 1, 2019. ( 3 )The Reporting Person has elected to defer delivery of the vested RSUs until the Reporting Person's separation of service from the Company or a Change of Control. ( 4 )Represents 50,000 RSUs granted to the Reporting Person under the Issuer's 2015 Stock Incentive Plan on April 13, 2017, which vested in three approximately equal installments beginning on February 1, 2018. ( 5 )Represents 550,000 RSUs granted to the Reporting Person under the Issuer's 2015 Stock Incentive Plan on December 8, 2015, subject to stockholder approval, which was obtained on June 1, 2016. These RSUs vested subject to certain time and performance conditions, all of which were met as of January 1, 2019. ( 6 )Transfer on August 23, 2021 of 282,841 shares of common stock from the Matthew Conlin 2020 B Grantor Retained Annuity Trust of which the Reporting Person is Trustee to the Reporting Person's personal account. ( 7 )Transfer on August 23, 2021 of 53,875 shares of common stock from the Matthew Conlin 2020 A Grantor Retained Annuity Trust of which the Reporting Person is Trustee to the Reporting Person's personal account.

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).

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