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) |
| 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 | (1)(2) | 10/31/2021 | See Footnote.(3) | 5,354,947(3)(4) | (5) | I | See Footnote.(1)(2)(4) |
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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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 statement on Form 3 is being jointly filed by General Catalyst Group IX, L.P., a Delaware limited partnership ("GC IX"), GC Entrepreneurs Fund IX, L.P., a Delaware limited partnership (together with GC IX, the "GC Funds"), General Catalyst Partners IX, L.P., a Delaware limited partnership, General Catalyst GP IX, LLC, a Delaware limited liability company, General Catalyst Group Management, LLC, a Delaware limited liability company, Kenneth I. Chenault, Joel E. Cutler, David P. Fialkow and Hemant Taneja (collectively, the "Reporting Persons"). On October 31, 2018, each of the GC Funds, iSubscribed Inc. and WndrCo Holdings, LLC, indirectly through a newly formed joint venture, purchased equity interests in WC SACD One Parent, Inc. ("Parent"), the proceeds of which were used by Parent to purchase a $30,000,000 aggregate principal amount Senior Secured Convertible Note of the Issuer (the "Parent Note"). |
| 2. The Parent Note was issued pursuant the Note Purchase and Exchange Agreement among the Issuer, certain stockholders of the Issuer and Parent (the "NPA"). The Parent Note will convert automatically into Common Stock and/or Preferred Stock (defined below), as applicable, upon the earlier of (i) the time that is immediately prior to the closing of the merger contemplated by the Agreement and Plan of Merger among Parent, WC SACD One Merger Sub, Inc. and the Issuer (the "Merger Agreement"), and (ii) the time that is immediately prior to consummation of a Superior Transaction (as defined in the NPA), 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 NPA) occurs, (iv) a determination by the Issuer's Board of Directors that the Issuer is no longer pursuing a process to sell itself and (v) April 30, 2019 (each of (i)-(v), a "Trigger Date"). |
| 3. On or after any Trigger Date, the Parent Note is convertible into either (i) to the extent that the Issuer's Common Stock remains listed on the Nasdaq Stock Market and if such Trigger Date is prior to the date on which Issuer stockholder approval of the Parent Note becomes effective (such effectiveness date, the "Stockholder Approval Date"), an aggregate of 5,354,947 shares of Common Stock and 1,572,183 shares of Issuer 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 (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 Issuer on an as-converted basis as of October 31, 2018. |
| 4. The Reporting Persons may be deemed to beneficially own the shares of Common Stock that are issuable upon conversion of the Parent Note. Each of the Reporting Persons disclaims beneficial ownership of the securities reported on this Form 3, except to the extent of its or his pecuniary interest therein, and the reporting of such securities on this Form 3 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner thereof for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
| 5. The conversion price is subject to adjustment, as described in the Parent Note. |
| Remarks: |
| Exhibit 24.1 Limited Power of Attorney - Kenneth I. Chenault Exhibit 24.2 Limited Power of Attorney - Joel E. Cutler, David P. Fialkow, Hemant Taneja |
| GENERAL CATALYST GROUP IX, L.P., By: General Catalyst Partners IX, L.P., Its General Partner, By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer | 11/13/2018 | |
| GC ENTREPRENEURS FUND IX, L.P., By: General Catalyst Partners IX, L.P., Its General Partner, By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer | 11/13/2018 | |
| GENERAL CATALYST PARTNERS IX, L.P., By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer | 11/13/2018 | |
| GENERAL CATALYST GP IX, LLC, By: General Catalyst Group Management, LLC, Its Manager, /s/ Christopher McCain, Chief Legal Officer | 11/13/2018 | |
| GENERAL CATALYST GROUP MANAGEMENT, LLC, /s/ Christopher McCain, Chief Legal Officer | 11/13/2018 | |
| /s/ Christopher McCain, attorney-in-fact for Kenneth I. Chenault | 11/13/2018 | |
| /s/ Christopher McCain, attorney-in-fact for Joel E. Cutler | 11/13/2018 | |
| /s/ Christopher McCain, attorney-in-fact for David P. Fialkow | 11/13/2018 | |
| /s/ Christopher McCain, attorney-in-fact for Hemant Taneja | 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. | ||