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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrant | $ 0.0005 | 05/13/2024 | P | 487,589 | (5) | (6) | Common Stock | 487,589 | $ 3.384 | 487,589 | D | ||||
| Pre-Funded Warrant | $ 0.0005 | 05/13/2024 | P | 73,877 | (5) | (6) | Common Stock | 73,877 | $ 3.384 | 73,877 | I | Held by Conlin Family Foundation Trust (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Conlin Matthew C/O FLUENT, INC. 300 VESEY STREET, 9TH FLOOR NEW YORK, NY 10282 |
X | X | Chief Customer Officer | |
| /s/ Matthew Conlin | 05/15/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On April 11, 2024, the Issuer effected a 6-for-1 reverse stock split (the "Reverse Stock Split"). The holding reported here reflects such Reverse Stock Split. |
| (2) | The Reporting Person is a Member of RSMC Partners, LLC. |
| (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 Pre-Funded Warrants will be immediately exercisable after stockholder approval of the offering of the Issuer's Pre-Funded Warrants. The binding agreements for the transactions were entered into on May 13, 2024. |
| (6) | The Pre-Funded Warrants will terminate when exercised in full. |