Sec Form 4 Filing - Reilly James Patrick @ Red Violet, Inc. - 2019-08-01

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Reilly James Patrick
2. Issuer Name and Ticker or Trading Symbol
Red Violet, Inc. [ RDVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
C/O RED VIOLET, INC., 2650 N. MILITARY TRAIL, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
08/01/2019
(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 08/01/2019A 275,000 ( 1 ) A 275,000 ( 2 ) D
Common Stock 08/01/2019A 91,667 ( 3 ) A 178,604 D
Common Stock 08/01/2019F( 4 ) 29,627 D $ 12.17 ( 4 ) 148,977 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
Reilly James Patrick
C/O RED VIOLET, INC.
2650 N. MILITARY TRAIL, SUITE 300
BOCA RATON, FL33431
President
Signatures
/s/ James Reilly08/05/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )A performance grant of Restricted Stock Units (RSUs), which is convertible into common stock of the issuer on a one-for-one basis, was originally approved by the Company's Compensation Committee on September 5, 2018 (the "Performance Grant"), subject to the Performance Criteria described below, and reported on the Company's Form 8-K on September 10, 2018 and described in the Company's definitive proxy statement filed on April 16, 2019.
( 2 )The Performance Grant shall not vest unless and until the Company has, for any fiscal quarter through September 30, 2021 (i) gross revenue determined in accordance with the Company's reviewed or audited financial statements in excess of $7.0 million for such fiscal quarter, (ii) positive adjusted EBITDA, as determined based on the Company's reviewed or audited financial statements for such fiscal quarter, and (iii) the participant continues to provide services to the Company either as an employee, director or consultant on the last date of the quarter that the performance criteria is met (collectively, the "Performance Criteria"). If the Performance Criteria are met, the RSUs vest one-third annually on each of July 1, 2019, July 1, 2020 and July 1, 2021 ("Time-Based Vesting Requirement"). In the event of a change of control, all RSUs which have not vested on the date of such change of control shall immediately vest even if the Time-Based Vesting Requirement has not been met.
( 3 )Represents the vesting of 91,667 shares of the Performance Grant. Following the achievement of the Performance Criteria, the remaining 183,333 RSUs will vest in two approximate equal installments on July 1, 2020 and 2021, subject to accelerated vesting under certain conditions.
( 4 )Represents the disposition to issuer for tax obligations upon the vesting of RSUs.

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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