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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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) |
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 | ||||||||
Series B Non-Voting Convertible Preferred Stock | (1) | 01/20/2016 | J(2) | 40,000 | (1) | (1) | Common Stock | 40,000 | $ 0 | 40,000 | I | Held by RSMC Partners, LLC of which the reporting person is a member. | |||
Series B Non-Voting Convertible Preferred Stock | (1) | 02/22/2016 | C | 105,704 | (1) | (1) | Common Stock | 5,285,200 | $ 0 | 0 | D | ||||
Series B Non-Voting Convertible Preferred Stock | (1) | 02/22/2016 | J(2) | 40,000 | (1) | (1) | Common Stock | 40,000 | $ 0 | 0 | I | Held by RSMC Partners, LLC of which the reporting person is a member. |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Conlin Matthew C/O IDI, INC. 2650 NORTH MILITARY TRAIL, SUITE 300 BOCA RATON, FL 33431 |
X | President of Fluent, LLC |
/s/ Matthew Conlin | 02/24/2016 | |
**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) | Each share of Series B Non-Voting Convertible Preferred Stock (the "Series B Preferred Stock") automatically converted on a one-for-fifty basis into common stock of the Company (the "Common Stock") on February 22, 2016, and had no expiration date. |
(2) | On January 20, 2016, the reporting person entered into the RSMC Limited Liability Company Agreement (the "RSMC Agreement"). RSMC Partners, LLC ("RSMC") held 40,000 shares of Series B Preferred Stock, which may be deemed held by the reporting person indirectly as a result of the reporting person's membership in RSMC. The reporting person disclaims beneficial ownership of the shares held by RSMC except to the extent of any pecuniary interest in such shares. |