Filing Details

Accession Number:
0001209191-16-148775
Form Type:
4
Zero Holdings:
No
Publication Time:
2016-11-08 08:01:25
Reporting Period:
2016-11-07
Filing Date:
2016-11-08
Accepted Time:
2016-11-08 08:01:25
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1460329 Cogint Inc. COGT Services-Advertising (7310) 770688094
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1636524 Robert Swayman C/o Cogint, Inc.
2650 North Military Trail, Suite 300
Boca Raton FL 33431
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2016-11-07 10,000 $3.68 10,000 No 4 P Indirect Held by Family Trust in which the reporting person is a Co-Trustee
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect Held by Family Trust in which the reporting person is a Co-Trustee
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 5,000 Direct
Common Stock 16,666 Direct
Common Stock 13,334 Direct
Common Stock 8,130 Indirect By LLC
Footnotes
  1. The shares were purchased in multiple transactions at prices ranging from $3.45 to $3.75, with a weighted average price per share of $3.68. 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 purchased at each separate price with the ranges set forth in this footnote.
  2. On November 16, 2015, the reporting person received a grant, subject to stockholder approval, of 5,000 restricted stock units ("RSUs"), convertible into common stock of the issuer on a one-for-one basis. Stockholder approval was obtained on June 1, 2016. The RSUs vest in three equal annual installments beginning November 16, 2016 (the "Time Conditions") provided, however, that no tranche of RSUs will vest until it is determined that Cogint, Inc. has exceeded certain revenue targets and achieved positive EBITDA in any one fiscal year during the vesting period (the "Performance Conditions"). Upon a determination that Cogint, Inc. has exceeded the Performance Conditions, any RSUs that would have otherwise vested in accordance with the Time Conditions will vest at the time of such determination. Any subsequent tranches will vest in accordance with the Time Conditions.
  3. The RSUs will immediately vest upon (i) a Change of Control, or (ii) the reporting person's death or disability.
  4. The reporting person has elected to defer delivery of any vested RSUs until the reporting person's separation of service from the Company or death or disability.
  5. Represents restricted stock units convertible into common stock of the issuer on a one-for-one basis. The restricted stock units vest in two approximately equal installments on June 16, 2017 and 2018, subject to accelerated vesting under certain conditions.
  6. Represents pro rata ownership of securities of the issuer held by a limited liability company over which the reporting person exercises investment control.