SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cogint, Inc. [ COGT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/07/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 09/07/2017 | A(1) | 150,000 | A | $0.00(1) | 647,813 | D | |||
| Common Stock | 09/11/2017 | S(2) | 15,200(2) | D | $5.25(2) | 632,613 | D | |||
| Common Stock | 09/12/2017 | S(3) | 30,000(3) | D | $4.83(3) | 602,613 | D | |||
| Common Stock | 09/13/2017 | S(4) | 14,100(4) | D | $4.7(4) | 588,513 | D | |||
| Common Stock | 58,333(5) | D | ||||||||
| Common Stock | 333,333(6) | D | ||||||||
| Common Stock | 83,333(7) | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. On September 7, 2017, the Reporting Person received a grant of 300,000 shares of restricted stock. The shares vest 50% on the date of issuance, 25% on September 1, 2018 and 25% on September 1, 2019, and are subject to certain lock-up restrictions, with 100,000 shares subject to lock-up until September 1, 2018, 100,000 shares subject to lock-up until September 1, 2019 and 100,000 shares subject to lock-up until September 1, 2020, with the Reporting Person able to sell the shares to pay any tax obligation in connection with the issuance. The lock-up restrictions cease upon a change of control. |
| 2. Represents the sale of 15,200 shares with a weighted average sales price of $5.25 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. 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 sold at each separate price with the ranges set forth in this footnote. |
| 3. Represents the sale of 30,000 shares with a weighted average sales price of $4.83 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. 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 sold at each separate price with the ranges set forth in this footnote. |
| 4. Represents the sale of 14,100 shares with a weighted average sales price of $4.70 per share sold by the Reporting Person to cover tax withholding obligations in connection with the equity grant reported on this Form 4. This sale is authorized by the Issuer's election under its 2015 Stock Equity Plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person. 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 sold at each separate price with the ranges set forth in this footnote. |
| 5. Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest on March 21, 2018, subject to accelerated vesting under certain conditions. |
| 6. Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest 50% on November 16, 2017 and November 16, 2018, subject to accelerated vesting under certain conditions. |
| 7. Represents RSUs, convertible into common stock of the issuer on a one-for-one basis. The RSUs vest 50% on June 1, 2018 and June 1, 2019, subject to accelerated vesting under certain conditions. |
| Remarks: |
| /s/ Derek Dubner | 10/17/2017 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||