| 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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol INTERSECTIONS INC [ INTX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | M | 441,337(1)(2) | A | $3.68 | 800,808 | D | |||
| COMMON STOCK | 01/11/2019 | J | 800,000(3) | D | $3.68 | 808 | D | |||
| COMMON STOCK | 01/11/2019 | U | 808(4) | D | $3.68 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Senior Secured Convertible Note | $2.27 | 01/11/2019 | M | 441,337 | (1)(2) | (1)(2) | COMMON STOCK | 441,337 | (1)(2) | 0 | D | ||||
| RESTRICTED STOCK UNIT | (5) | 01/11/2019 | D | 20,000 | (6) | (6) | COMMON STOCK | 20,000 | (6) | 0 | D | ||||
| RESTRICTED STOCK UNIT | (5) | 01/11/2019 | D | 7,500 | (6) | (6) | COMMON STOCK | 7,500 | (6) | 0 | D | ||||
| RESTRICTED STOCK UNIT | (5) | 01/11/2019 | D | 2,500 | (6) | (6) | COMMON STOCK | 2,500 | (6) | 0 | D | ||||
| RESTRICTED STOCK UNIT | (5) | 01/11/2019 | D | 1,250 | (6) | (6) | COMMON STOCK | 1,250 | (6) | 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"). On October 31, 2018, the Issuer also entered into a Note Purchase and Exchange Agreement (the "Note Purchase Agreement") with certain investors, including the reporting person. |
| 2. Pursuant to the Note Purchase Agreement, on the date of execution of the Note Purchase Agreement, the reporting person exchanged certain unsecured convertible notes previously issued by the Issuer in the aggregate principal amount of $1,000,000 for $1,000,000 in aggregate principal amount of senior secured convertible notes of the Issuer (the "Notes"). On January 11, 2019, the Notes automatically converted immediately prior to the effective time of the Merger into shares of common stock of the Issuer at a conversion price of $2.27 per share (subject to adjustment as provided in the Merger Agreement). Upon conversion, the reporting person was issued 441,337 shares of common stock. |
| 3. 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. |
| 4. Represents shares of common stock of the Issuer that were cancelled and converted into the right to receive an amount equal to the Offer Price (as defined in the Offer (as defined below)), in cash, without interest, subject to any withholding of taxes required by applicable law (the "Cancelled Shares"), upon the terms and subject to the conditions set forth in the Merger Agreement and the Offer to Purchase, filed with the SEC on November 29, 2018, as amended (the "Offer"). The Cancelled Shares were cancelled on January 11, 2019, at the effective time of the Merger. |
| 5. 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. |
| 6. 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 | |
| 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). | ||
| 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. | ||
