UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANTTO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 5)*
INTERSECTIONS INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
460981301
(CUSIP Number)
Osmium Partners, LLC
300 Drakes Landing Road, Suite 172
Greenbrae, CA 94904
Attention: John H. Lewis
Telephone: (415) 785-4044
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 31, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.See Rule 13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes.)
CUSIP No. 460981301
| 1. | Names of Reporting Persons. |
I.R.S. Identification Nos. of above persons (entities only). | |
John H. Lewis | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
United States |
| 5. | Sole Voting Power | |
| Number of | 31,165 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| owned by | 590,757 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 31,165 | |
| With: | 8. | Shared Dispositive Power |
| 621,922 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
621,922 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ] | |
| 11. | Percent of Class Represented by Amount in Row (9) |
2.6% | |
| 12. | Type of Reporting Person (See Instructions) |
IN |
CUSIP No. 460981301
| 1. | Names of Reporting Persons. |
I.R.S. Identification Nos. of above persons (entities only). | |
Osmium Partners, LLC | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
Delaware |
| 5. | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| owned by | 621,922 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 0 | |
| With: | 8. | Shared Dispositive Power |
| 621,922 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
621,922 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ] | |
| 11. | Percent of Class Represented by Amount in Row (9) |
2.6% | |
| 12. | Type of Reporting Person (See Instructions) |
IA, OO |
CUSIP No. 460981301
| 1. | Names of Reporting Persons. |
I.R.S. Identification Nos. of above persons (entities only). | |
Osmium Capital, LP | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
Delaware |
| 5. | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| owned by | 256,668 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 0 | |
| With: | 8. | Shared Dispositive Power |
| 256,668 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
256,668 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ] | |
| 11. | Percent of Class Represented by Amount in Row (9) |
1.1% | |
| 12. | Type of Reporting Person (See Instructions) |
PN |
CUSIP No. 460981301
| 1. | Names of Reporting Persons. |
I.R.S. Identification Nos. of above persons (entities only). | |
Osmium Capital II, LP | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
Delaware |
| 5. | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| owned by | 119,784 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 0 | |
| With: | 8. | Shared Dispositive Power |
| 119,784 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
119,784 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ] | |
| 11. | Percent of Class Represented by Amount in Row (9) |
0.5% | |
| 12. | Type of Reporting Person (See Instructions) |
PN |
CUSIP No. 460981301
| 1. | Names of Reporting Persons. |
I.R.S. Identification Nos. of above persons (entities only). | |
Osmium Spartan, LP | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
Delaware |
| 5. | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| owned by | 101,016 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 0 | |
| With: | 8. | Shared Dispositive Power |
| 101,016 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
101,016 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ] | |
| 11. | Percent of Class Represented by Amount in Row (9) |
0.4% | |
| 12. | Type of Reporting Person (See Instructions) |
PN |
CUSIP No. 460981301
| 1. | Names of Reporting Persons. |
I.R.S. Identification Nos. of above persons (entities only). | |
Osmium Diamond, LP | |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| 3. | SEC Use Only |
| 4. | Citizenship or Place of Organization |
Delaware |
| 5. | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| owned by | 113,289 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 0 | |
| With: | 8. | Shared Dispositive Power |
| 113,289 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
113,289 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
[ ] | |
| 11. | Percent of Class Represented by Amount in Row (9) |
0.5% | |
| 12. | Type of Reporting Person (See Instructions) |
PN |
EXPLANATORY NOTE
This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) is being filed with respect to the beneficial ownership of the Reporting Persons in Intersections Inc. (“Intersections” or the “Issuer”). This Amendment No. 5 supplements the Schedule 13D as previously filed on February 19, 2015 (as amended, the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 5 shall have the same meaning herein as are ascribed to such terms in Schedule 13D. Except as set forth herein, this Amendment No. 5 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
(a) The Reporting Persons beneficially own:
| (i) | Fund I directly owns 256,668 shares of Common Stock representing 1.1% of all of the outstanding shares of Common Stock of the Issuer. | |
| (ii) | Fund II directly owns 119,784 shares of Common Stock representing 0.5% of all of the outstanding shares of Common Stock of the Issuer. | |
| (iii) | Fund III directly owns 101,016 shares of Common Stock representing 0.4% of all of the outstanding shares of Common Stock of the Issuer. | |
| (iv) | Fund IV directly owns 113,289 shares of Common Stock representing 0.5% of all of the outstanding shares of Common Stock of the Issuer. | |
| (v) | Osmium Partners, as the general partner of each of the Funds, may be deemed to beneficially own the 590,757 shares of Common Stock held by them, representing 2.4% of all of the outstanding shares of Common Stock of the Issuer. | |
| (vi) | Mr. Lewis individually owns 31,165 shares of Common Stock representing 0.1% of all of the outstanding shares of Common Stock. Mr. Lewis may also be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Osmium Partners. | |
| (vii) | Collectively, the Reporting Persons beneficially own 621,922 shares of Common Stock representing 2.6% of all of the outstanding shares of Common Stock. |
Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.
The percentages set forth in this response are based on the 24,356,507 shares of Common Stock outstanding as of August 31, 2018, as reported by the Issuer to Osmium Partners.
(b) Osmium Partners and Mr. Lewis may be deemed to share with Fund I, Fund II, Fund III and Fund IV (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 256,668 shares of Common Stock, 119,784 shares of Common Stock, 101,016 shares of Common Stock and 113,289 shares of Common Stock reported herein, respectively. Mr. Lewis, individually, has the power to vote or direct the vote of and to dispose or direct the disposition of the 31,165 shares of Common Stock reported herein as individually owned by him.
(c) The following Reporting Persons engaged in the following transactions with respect to the Issuer’s Common Stock during the 60 days preceding October 31, 2018 and the 60 days preceding the date of this filing:
Osmium Capital, LP
| Number | Price | ||
| of | per | ||
| Transaction Date | Shares | Share | Type of Transaction |
| 10/31/2018 | 650,000 | 3.5073 | Sale |
| 11/1/2018 | 245,000 | 3.5362 | Sale |
| 11/2/2018 | 142,000 | 3.5404 | Sale |
Osmium Capital II, LP
| Number | Price | ||
| of | per | ||
| Transaction Date | Shares | Share | Type of Transaction |
| 10/31/2018 | 350,000 | 3.5073 | Sale |
| 11/1/2018 | 105,000 | 3.5362 | Sale |
| 11/2/2018 | 66,818 | 3.5404 | Sale |
Osmium Spartan, LP
| Number | Price | ||
| of | per | ||
| Transaction Date | Shares | Share | Type of Transaction |
| 10/31/2018 | 200,000 | 3.5073 | Sale |
| 11/1/2018 | 119,796 | 3.5362 | Sale |
| 11/2/2018 | 40,000 | 3.5404 | Sale |
Osmium Diamond, LP
| Number | Price | ||
| of | per | ||
| Transaction Date | Shares | Share | Type of Transaction |
| 10/31/2018 | 200,000 | 3.5073 | Sale |
| 11/1/2018 | 110,000 | 3.5362 | Sale |
| 11/2/2018 | 70,000 | 3.5404 | Sale |
Other than the foregoing, no transactions in the Common Stock have been effected by the Reporting Persons in the 60 days preceding October 31, 2018 and the 60 days preceding the date of this filing.
(d) Not applicable.
(e) On November 1, 2018 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock of the Issuer.
ITEM 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement *
*Previously Filed
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: November 2, 2018
| John H. Lewis |
| Osmium Partners, LLC |
| Osmium Capital, LP |
| Osmium Capital II, LP |
| Osmium Spartan, LP |
| Osmium Diamond, LP |
| By:/s/ John H. Lewis |
| John H. Lewis, for himself and as |
| Managing Member of Osmium |
| Partners, LLC, for itself and as |
| General Partner of Osmium |
| Capital, LP, Osmium Capital II, |
| LP, Osmium Spartan, LP and Osmium |
| Diamond, LP |
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement* |
*Previously Filed