SEC Form 3
| 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)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/31/2018 | 3. Issuer Name and Ticker or Trading Symbol INTERSECTIONS INC [ INTX ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
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, par value $0.01 per share | 0(1)(2)(3)(4) | D(1)(2)(3)(4) | |
| 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 | ||||
| Senior Secured Convertible Note | (5)(6)(7) | 10/31/2021 | Common Stock | 5,354,947(1)(5)(6)(7)(8)(9) | 2.27(10) | D(1)(5)(6)(7)(9) | |
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. This Form 3 is being filed jointly by WC SACD One Parent, Inc. ("Parent"), WC SACD One Merger Sub, Inc. ("Merger Sub"), WC SADC One, Inc. ("WC SACD"), and WndrCo Holdings, LLC ("WndrCo", and collectively with Parent, Merger Sub, and WC SACD, the "Reporting Persons"). Merger Sub is a direct wholly-owned subsidiary of Parent. Parent is a direct wholly-owned subsidiary of WC SACD. WC SACD is a joint venture, whose stockholders include WndrCo. Because of the relationship of WC SACD and WndrCo to Parent, each of WC SACD and WndrCo may be deemed to beneficially own the shares of common stock ("Common Stock") of Intersections Inc. (the "Company") beneficially owned by Parent. |
| 2. On October 31, 2018, Parent, Merger Sub and the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will commence a tender offer (the "Offer") to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company ("Common Stock"), for $3.68 per share, in cash. Upon successful completion of the Offer, and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company with the Company surviving the merger as a wholly-owned subsidiary of Parent (the "Merger"). In connection with the entry into the Merger Agreement, on October 31, 2018, certain of the Company's stockholders entered into tender and support agreements with Parent |
| 3. (continued from footnote 2) (collectively, the "Tender and Support Agreements"), pursuant to which such stockholders, among other things, granted to Parent, its executive officers and any other designee of Parent, power to act as its proxy and attorney-in-fact to vote such stockholder's shares of Common Stock in favor of certain matters relating to the transactions contemplated by the Merger Agreement, including the Merger. For additional information regarding the Tender and Support Agreements and the Merger Agreement, see the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on November 13, 2018. |
| 4. As a result of certain provisions contained in the Tender and Support Agreements, Parent, WC SACD, and WndrCo may be deemed to have beneficial ownership of the shares of Common Stock covered by the Tender and Support Agreements (an aggregate of 18,485,567 shares Common Stock as October 31, 2018, which represents approximately 59.75% of the Company's total outstanding shares), for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons expressly disclaim any beneficial ownership of such securities for purposes of Section 16 of the Exchange Act because the Reporting Persons do not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares subject to the Tender and Support Agreements. |
| 5. In connection with the entry into the Merger Agreement, on October 31, 2018, Parent and certain other investors entered into a Note Purchase and Exchange Agreement (the "Note Purchase Agreement") with the Company pursuant to which Parent purchased a Senior Secured Convertible Note of the Company (the "Parent Note") in an aggregate principal amount of $30.0 million. The Parent Note will convert into shares of Common Stock and/or Preferred Stock (as defined below), as applicable, automatically upon the earlier of (i) the time that is immediately prior to the effective time of the Merger and (ii) the time that is immediately prior to consummation of a Superior Transaction (as defined in the Note Purchase Agreement), and is convertible into Common Stock and/or Preferred Stock, as applicable, at the option of Parent at any time on or after (iii) the date on which closing of an Alternative Transaction (as defined in the Note Purchase Agreement) occurs, |
| 6. (continued from footnote 5) (iv) a determination by the Company's Board of Directors that the Company is no longer pursuing a process to sell itself and (v) April 30, 2019 (each of (i) through (v), a "Trigger Date"). On or after any Trigger Date, the Parent Note is convertible into either (i) to the extent that the Company's Common Stock remains listed on the Nasdaq Stock Market and if such Trigger Date is prior to the date on which Company stockholder approval of conversion of the Parent Note into shares of Common Stock under the rules of the Nasdaq Stock Market becomes effective (such effectiveness date, the "Stockholder Approval Date"), an aggregate of 5,354,947 shares of Common Stock (the "Cap") and 1,572,183 shares of the Company's 6.0% Series A Preferred Stock, par value $0.01 per share ("Preferred Stock"), which Preferred Stock will be convertible into shares of Common Stock on and after the Stockholder Approval Date, or |
| 7. (continued from footnote 6) (ii) if such Trigger Date is on or after the Stockholder Approval Date, an aggregate of 13,215,859 shares of Common Stock. Share figures are based on outstanding shares of the Company on an as-converted basis as of October 31, 2018. |
| 8. Number of shares of Common Stock reported reflects the Cap with respect to the Parent Note. |
| 9. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein, and the inclusion of such securities in this Form 3 shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
| 10. The conversion price is subject to adjustment, as described in the Parent Note. |
| Remarks: |
| See Exhibit 99.1 for Signatures | 11/13/2018 | |
| ** 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. | ||