FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/29/2024 |
3. Issuer Name and Ticker or Trading Symbol
Fluent, Inc. [ FLNT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 3,038,539 | I | See footnotes.(1)(2) |
Common Stock | 9,385 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. In addition to Global Value Investment Corp, a Delaware corporation ("GVIC"), this Form 3 is being filed jointly by Jeffrey R. Geygan, a citizen of the United States of America, James P. Geygan, a citizen of the United States of America, Stacy A. Wilke, a citizen of the United States of America, Kathleen M. Geygan, a citizen of the United States of America, and Shawn G. Rice, a citizen of the United States of America, each of whom has the same business address as GVIC. GVIC beneficially owns the shares of common stock, par value $0.0005 per share ("Common Stock"), of Fluent, Inc. reported on this submission. |
2. In accordance with Instruction 5(b)(iv), the entire amount of Common Stock held by GVIC is reported herein. Common Stock reported as indirectly owned by GVIC includes shares owned by Jeffrey R. Geygan, James P. Geygan, Stacy A. Wilke, Kathleen M. Geygan, and Shawn G. Rice. |
Remarks: |
On November 29, 2024, Global Value Investment Corporation ("GVIC") entered into a securities purchase agreement with Fluent, Inc. ("Fluent") pursuant to which Fluent agreed to sell to GVIC 1,943,676 shares (the "Shares") of common stock of Fluent, par value $0.0005 per share (the "Common Stock") at a price of $2.3152 per share. The Shares of Common Stock were offered by Fluent pursuant to its shelf registration statement on Form S-3 (File No. 333-281805), which was declared effective by the Securities and Exchange Commission on September 9, 2024. GVIC's purchase of the Shares caused GVIC's beneficial ownership in Fluent to exceed 10%. |
James P. Geygan, Chief Executive Officer | 12/03/2024 | |
** 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 5 (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. |