Sec Form 4 Filing - Conlin Matthew @ Fluent, Inc. - 2024-07-17

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person Conlin Matthew 2. Issuer Name and Ticker or Trading Symbol Fluent, Inc. [ FLNT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Customer Officer (Last) (First) (Middle) C/O FLUENT, INC., 300 VESEY STREET, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/17/2024 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/17/2024 M 487,589 A $ 0.0005 1,601,164 D Common Stock 07/17/2024 M 73,877 A $ 0.0005 125,039 I Held by Conlin Family Foundation Trust ( 1 ) Common Stock 333,334 I Held by RSMC Partners, LLC ( 2 ) Common Stock 60,175 I Held by 2017 Conlin Shakira Family Trust ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Pre-Funded Warrant $ 0.0005 07/17/2024 M 487,589 07/02/2024( 4 ) ( 5 ) Common Stock 487,589 $ 0 0 D Pre-Funded Warrant $ 0.0005 07/17/2024 M 73,877 07/02/2024( 4 ) ( 5 ) Common Stock 73,877 $ 0 0 I Held by Conlin Family Foundation Trust ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Conlin Matthew C/O FLUENT, INC. 300 VESEY STREET, 9TH FLOOR NEW YORK, NY10282 X X Chief Customer Officer Signatures /s/ Matthew Conlin 07/17/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person is the Co-Trustee of the Conlin Family Foundation Trust and in such capacity has the shared right to vote and dispose of the securities held by such trust. ( 2 )The Reporting Person is a Member of RSMC Partners, LLC. ( 3 )The Reporting Person disclaims ownership of these securities and this report shall not be deemed an admission that the Repotting Person owns such securities for purposes of Section 16 or for other purposes. ( 4 )The Pre-Funded Warrants became immediately exercisable after stockholder approval of the offering of the Issuer's Pre-Funded Warrants, which approval was obtained on July 2, 2024. The binding agreements for the transactions were entered into on May 13, 2024. ( 5 )The Pre-Funded Warrants will terminate when exercised in full.

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).

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