Fluent, Inc.
|
Common Stock, par value $0.0005 per share
|
34380C102
|
Daniel Barsky, Esq.
Fluent, Inc.
33 Whitehall Street, 15th Floor
New York, NY 10004
(646) 669-7272
|
August 15, 2018
|
CUSIP No. 34380C102
|
13D
|
|
||||||
1.
|
|
NAMES
OF REPORTING PERSONS
Michael Brauser
|
||||
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
☐(b)
☐
|
||||
3.
|
|
SEC USE
ONLY
|
||||
4.
|
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ☒
|
||||
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER
|
||
|
8.
|
|
SHARED
VOTING POWER
1,032,497(1)
|
|||
|
9.
|
|
SOLE DISPOSITIVE POWER
|
|||
|
10.
|
|
SHARED
DISPOSITIVE POWER
1,032,497(1)
|
|||
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,032,497(1)
|
||||
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ?
|
||||
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%(2)
|
||||
14.
|
|
TYPE OF
REPORTING PERSON (see instructions)
IN
|
||||
(1)
|
Includes
(i) 464,445 shares held by Grander Holdings, Inc. 401K, a Profit
Sharing Plan (“Grander”), of which Michael Brauser is
the trustee; (ii) 533,656 shares held by Birchtree Capital, LLC
(“Birchtree”), of which Michael Brauser is the
manager; (iii) 18,137 shares held by Betsy & Michael Brauser
Charitable Family Foundation, Inc., of which Michael Brauser is a
director; and (iv) 16,259 shares held by BSIG, LLC, an entity over
which Michael Brauser exercises investment control.
|
|||||
(2)
|
Based
on 75,289,624 shares of the Company’s common stock outstanding as of
August 3, 2018.
|
CUSIP No. 34380C102
|
13D
|
1.
|
|
NAMES
OF REPORTING PERSONS
Grander Holdings, Inc. 401K
|
||||
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
☒(b)
☐
|
||||
3.
|
|
SEC USE
ONLY
|
||||
4.
|
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ?
|
||||
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER
|
||
|
8.
|
|
SHARED
VOTING POWER
464,445(1)
|
|||
|
9.
|
|
SOLE
DISPOSITIVE POWER
|
|||
|
10.
|
|
SHARED
DISPOSITIVE POWER
464,445(1)
|
|||
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
464,445(1)
|
||||
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ?
|
||||
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%(2)
|
||||
14.
|
|
TYPE OF
REPORTING PERSON (see instructions)
OO
|
||||
(1)
|
Includes
464,445 shares held by Grander, of which Michael Brauser is the
trustee.
|
|||||
(2)
|
Based
on 75,289,624 shares of the Company’s common stock outstanding as of
August 3, 2018.
|
CUSIP No. 34380C102
|
13D
|
1.
|
|
NAMES
OF REPORTING PERSONS
Birchtree Capital, LLC
|
||||
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
☒(b)
☐
|
||||
3.
|
|
SEC USE
ONLY
|
||||
4.
|
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ?
|
||||
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER
|
||
|
8.
|
|
SHARED
VOTING POWER
533,656(1)
|
|||
|
9.
|
|
SOLE
DISPOSITIVE POWER
|
|||
|
10.
|
|
SHARED
DISPOSITIVE POWER
533,656(1)
|
|||
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533,656(1)
|
||||
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ?
|
||||
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%(2)
|
||||
14.
|
|
TYPE OF
REPORTING PERSON (see instructions)
OO
|
||||
(1)
|
Includes
533,656 shares held by
Birchtree, of which Michael Brauser is the manager.
|
|||||
(2)
|
Based
on 75,289,624 shares of the Company’s common stock outstanding as of
August 3, 2018.
|
CUSIP No. 34380C102
|
13D
|
|
||||||
1.
|
|
NAMES
OF REPORTING PERSONS
BSIG,
LLC
|
||||
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
☐(b)
☐
|
||||
3.
|
|
SEC USE
ONLY
|
||||
4.
|
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ☒
|
||||
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER
|
||
|
8.
|
|
SHARED
VOTING POWER
16,259(1)
|
|||
|
9.
|
|
SOLE
DISPOSITIVE POWER
|
|||
|
10.
|
|
SHARED
DISPOSITIVE POWER
16,259(1)
|
|||
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,259(1)
|
||||
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ?
|
||||
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(2)
|
||||
14.
|
|
TYPE OF
REPORTING PERSON (see instructions)
OO
|
||||
(1)
|
Includes
16,259 shares held by BSIG, LLC, an entity over which Michael
Brauser exercises investment control.
|
|||||
(2)
|
Based
on 75,289,624 shares of the Company’s common stock outstanding as of
August 3, 2018.
|
CUSIP No. 34380C102
|
13D
|
|
||||||
1.
|
|
NAMES
OF REPORTING PERSONS
Betsy
& Michael Brauser Charitable Family Foundation
|
||||
2.
|
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
(a)
☐(b)
☐
|
||||
3.
|
|
SEC USE
ONLY
|
||||
4.
|
|
SOURCE
OF FUNDS (see instructions)
OO
|
||||
5.
|
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ☒
|
||||
6.
|
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
SOLE
VOTING POWER
|
||
|
8.
|
|
SHARED
VOTING POWER
18,137(1)
|
|||
|
9.
|
|
SOLE
DISPOSITIVE POWER
|
|||
|
10.
|
|
SHARED
DISPOSITIVE POWER
18,137(1)
|
|||
11.
|
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,137(1)
|
||||
12.
|
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see
instructions) ?
|
||||
13.
|
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(2)
|
||||
14.
|
|
TYPE OF
REPORTING PERSON (see instructions)
OO
|
||||
(1)
|
Includes
18,137 shares held by Betsy & Michael Brauser Charitable Family
Foundation, Inc., of which Michael Brauser is a
director.
|
|||||
(2)
|
Based
on 75,289,624 shares of the Company’s common stock outstanding as of
August 3, 2018.
|
CUSIP No. 34380C102
|
13D
|
CUSIP No. 34380C102
|
13D
|
CUSIP No. 34380C102
|
13D
|
Date
|
Amount
|
Low
|
High
|
VWAP
|
9/4/2018
|
5,000
|
|
|
$2.40
(only price)
|
9/6/2018
|
7,700
|
$2.40
|
$2.45
|
$2.425
|
9/7/2018
|
100
|
|
|
$2.50
(only price)
|
9/13/2018
|
38,000
|
$2.00
|
$2.10
|
$2.05
|
9/14/2018
|
31,000
|
$2.10
|
$.2.15
|
$2.125
|
9/17/2018
|
40,000
|
$2.05
|
$2.20
|
$2.116
|
9/18/2018
|
16,000
|
$2.05
|
$2.10
|
$2.075
|
9/19/2018
|
25,360
|
$2.10
|
$2.15
|
$2.12
|
9/20/2018
|
21,000
|
$2.10
|
$2.15
|
$2.125
|
9/21/2018
|
143,500
|
$2.00
|
$2.05
|
$2.025
|
9/25/2018
|
21,000
|
$2.10
|
$2.15
|
$2.125
|
9/26/2018
|
50,000
|
$2.15
|
$2.18
|
$2.165
|
9/27/2018
|
61,000
|
$2.10
|
$2.16
|
$2.132
|
9/28/2018
|
1,515,000
|
$2.05
|
$2.10
|
$2.075
|
10/1/2018
|
1,005,000
|
$2.10
|
$2.18
|
$2.14
|
10/31/2018
|
94,835
|
|
|
$2.38
(only price)
|
Date
|
Amount
|
Low
|
High
|
VWAP
|
9/7/2018
|
1,500
|
|
|
$2.46
(only price)
|
10/10/2018
|
1,000,000
|
|
|
$2.40
(only price)
|
10/31/2018
|
500,000
|
|
|
$2.40
(only price)
|
Date
|
Amount
|
Low
|
High
|
VWAP
|
9/21/2018
|
187,500
|
$2.00
|
$2.10
|
$2.05
|
9/24/2018
|
18,225
|
$2.05
|
$2.15
|
$2.0925
|
10/31/2018
|
384,265
|
|
|
$2.38
(only price)
|
11/1/2018
|
250,000
|
|
|
$2.50
(only price)
|
Date
|
Amount
|
Low
|
High
|
VWAP
|
10/10/2018
|
1,000,000
|
|
|
$2.40
(only price)
|
10/31/2018
|
20,900
|
|
|
$2.38
(only price)
|
CUSIP No. 34380C102
|
13D
|
|
|
|
|
|
|
|
Dated:
November 7, 2018
|
|
|
|
By:
|
|
/s/ Michael
Brauser
|
|
|
|
|
|
|
Michael
Brauser
|
|
|
|
||||
|
|
|
|
GRANDER HOLDINGS, INC. 401K
|
||
|
|
|
|
|||
Dated:
November 7, 2018
|
|
|
|
By:
|
|
/s/ Michael
Brauser
|
|
|
|
|
|
|
Michael
Brauser, Trustee
|
|
|
|
||||
|
|
|
|
BIRCHTREE CAPITAL, LLC
|
||
|
|
|
|
|||
Dated:
November 7, 2018
|
|
|
|
By:
|
|
/s/ Michael
Brauser
|
|
|
|
|
|
|
Michael
Brauser, Manager
|
|
|
|
|
|
|
|
|
|
|
|
BSIG, LLC
|
||
|
|
|
|
|||
Dated:
November 7, 2018
|
|
|
|
By:
|
|
/s/ Michael
Brauser
|
|
|
|
|
|
|
Michael
Brauser, Manager
|
|
|
|
||||
|
|
|
|
BETSY & MICHAEL BRAUSER CHARITABLE FAMILY
FOUNDATION
|
||
|
|
|
|
|||
Dated:
November 7, 2018
|
|
|
|
By:
|
|
/s/ Michael
Brauser
|
|
|
|
|
|
|
Michael
Brauser, Director
|
|
|
|
Dated:
|
|
November
7, 2018
|
|
By:
|
|
/s/
Michael Brauser
|
|
|
|
|
|
|
Michael
Brauser
|
|
|
|
|
|
|
|
|
|
|
|
GRANDER HOLDINGS, INC. 401K
|
||
|
|
|
|
|
|
|
Dated:
|
|
November
7, 2018
|
|
By:
|
|
/s/
Michael Brauser
|
|
|
|
|
|
|
Michael
Brauser, Trustee
|
|
|
|
|
|
|
|
|
|
|
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BIRCHTREE CAPITAL, LLC
|
||
|
|
|
|
|
|
|
Dated:
|
|
November
7, 2018
|
|
By:
|
|
/s/
Michael Brauser
|
|
|
|
|
|
|
Michael
Brauser, Manager
|
|
|
|
|
|
|
|
|
|
|
|
BSIG, LLC
|
||
|
|
|
|
|
|
|
Dated:
|
|
November
7, 2018
|
|
By:
|
|
/s/
Michael Brauser
|
|
|
|
|
|
|
Michael
Brauser, Manager
|
|
|
|
|
|
|
|
|
|
|
|
BETSY & MICHAEL BRAUSER CHARITABLE FAMILY
FOUNDATION
|
||
|
|
|
|
|
|
|
Dated:
|
|
November
7, 2018
|
|
By:
|
|
/s/
Michael Brauser
|
|
|
|
|
|
|
Michael
Brauser, Director
|