Stanfield Michael R Form 4 INTERSECTIONS / MICHAEL R STANFIELD ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

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

1. Name and Address of Reporting Person^*

STANFIELD MICHAEL R

(Last) (First) (Middle)

C/O INTERSECTIONS INC.

3901 STONECROFT BOULEVARD

(Street)

CHANTILLY VA 20151

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERSECTIONS INC [ INTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/11/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/11/2019		J		922,154(1)	D	$3.68	0	D
COMMON STOCK	01/11/2019		J		577,846(1)	D	$3.68	0	I	By Stanfield Family Investments LLC

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$3.1	01/11/2019		D			170,349	(2)	05/19/2019	COMMON STOCK	170,349	$0.58(2)	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$2.3	01/11/2019		D			379,000	(2)	06/14/2026	COMMON STOCK	379,000	$1.38(2)	0	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)	$2.1	01/11/2019		D			238,095	(2)	12/05/2022	COMMON STOCK	238,095	$1.58(2)	0	D
RESTRICTED STOCK UNIT	(3)	01/11/2019		D			360,000	(4)	(4)	COMMON STOCK	360,000	(4)	0	D
RESTRICTED STOCK UNIT	(3)	01/11/2019		D			133,332	(4)	(4)	COMMON STOCK	133,332	(4)	0	D
RESTRICTED STOCK UNIT	(3)	01/11/2019		D			66,667	(4)	(4)	COMMON STOCK	66,667	(4)	0	D

Explanation of Responses:

1. On October 31, 2018, the Issuer entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with WC SACD One Parent, Inc., a Delaware corporation ("Parent"), and WC SACD One Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement, on January 11, 2019, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). Represents shares of common stock of the Issuer that were contributed and assigned to WC SACD One, Inc., a Delaware corporation and the direct parent of Parent ("Newco"), in exchange for equity interests in Newco, pursuant to the terms and conditions of a Contribution and Assignment Agreement, dated as of October 31, 2018 (the "Rollover Agreement"), by and between the reporting person and Newco. Such shares were contributed and assigned to Newco on January 11, 2019.

2. Reflects disposition on January 11, 2019 pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, each option (whether vested or unvested) to acquire shares of the common stock of the Issuer was cancelled in exchange for the right to receive an amount in cash equal to the excess of $3.68 over the exercise price of such option.

3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock or, at the Issuer's option, cash or a combination of the two.

4. Reflects disposition on January 11, 2019 pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, each restricted stock unit (including restricted stock units that became fully vested pursuant to the Merger Agreement) was cancelled and converted automatically into the right to receive $3.68 in cash.

	/s/ Todd E. Lenson, Attorney-In-Fact	01/14/2019
	** Signature of Reporting Person	Date
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