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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| 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, par value $0.01 per share | 01/11/2019 | C | 13,240,089(3)(4)(5)(6) | A | $2.27 | 26,683,489(8) | I(7) | See Footnotes(1)(2)(3) | ||
| Common Stock, par value $0.01 per share | 01/11/2019 | J | 11,103,640(9)(10)(11) | A | (9)(10) | 37,787,129(11) | I(7) | See Footnotes(1)(2)(3) | ||
| Common Stock, par value $0.01 per share | 01/11/2019 | J | 37,787,129(11) | D | $0.00(12) | 0(12) | I(7) | See Footnotes(1)(2)(3) | ||
| 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 Convertible Note | $2.27(3)(4)(5)(6) | 01/11/2019 | J(3)(4)(5)(6) | 30,055,000(3)(4)(5)(6) | (4)(5) | 10/31/2021 | Common Stock | 13,240,089(3)(4)(5)(6) | (4)(5)(6) | 0 | I(7) | See Footnotes(1)(2)(3) | |||
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. Form 4 is being filed jointly by iSubscribed Inc. and Hari Ravichandran (the "Reporting Persons"). iSubscribed Inc. was one of the three owners of a newly formed joint venture entity called WC SACD One, Inc. ("WC SACD"). WC SACD One Merger Sub, Inc. ("Merger Sub") and WC SACD One Parent, Inc. ("Parent") were wholly owned subsidiaries of WC SACD, formed for the purpose of entering into the definitive merger agreement with the Company. Because of the relationship of WC SACD and iSubscribed Inc., each of the Reporting Persons may be deemed to beneficially own the shares of common stock ("Common Stock") of Intersections Inc. (the "Company") beneficially owned by Parent. Mr. Ravichandran was the Chief Executive Officer and a director of iSubscribed Inc. at the time of the transactions. Parent may be deemed to indirectly beneficially own the shares of Common Stock of the Company beneficially owned by Merger Sub. |
| 2. (Continued from Footnote 1) The Reporting Persons disclaim beneficial ownership of such shares of Common Stock except to the extent of their pecuniary interest therein, and the inclusion of such shares in this Form 4 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. |
| 3. On January 11, 2019, Parent completed its acquisition of Company pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 31, 2018, as amended (the "Merger Agreement"), by and among, Parent, Merger Sub and the Company, wherein Merger Sub merged with and into the Company in accordance with Section 251(h) of the Delaware General Corporation Law, with the Company surviving as an indirect whollyowned subsidiary of Parent (the "Merger"). Subsequently on January 11, 2019, WC SACD Holdings, Inc., an affiliate of WC SACD, acquired iSubscribed Inc. pursuant to a merger. |
| 4. On January 11, 2019, immediately prior to the effective time of the Merger, the outstanding principal balance of the senior convertible note held by Parent (the "Parent Note"), together with all accrued and unpaid interest thereon, automatically converted in accordance with its terms into shares of Common Stock of the Company, at a conversion price equal to $2.27 per share. The Parent Note, which was purchased by Parent in an aggregate principal amount of $30,000,000 on October 31, 2018, provided that it would convert into shares of Common Stock or the Company's 6.0% Series A Preferred Stock, par value $0.01 per share ("Preferred Stock"), 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 and Exchange Agreement, dated as of October 31, 2018, |
| 5. (Continued from Footnote 4) by and among the Company, Parent and the other noteholders (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, (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. |
| 6. As of January 11, 2019, the Parent Note had $30,000,000 in outstanding principal balance and had accrued $55,000 in unpaid interest, for a total of $30,055,000. At a conversion price of $2.27 per share, the Parent Note was converted into 13,240,089 shares of Common Stock in accordance with the terms of the Parent Note. |
| 7. Such securities are owned directly by Parent. |
| 8. Includes (i) 13,443,400 shares of Common Stock of the Company owned directly by Merger Sub (which such shares were purchased by Merger Sub on January 7, 2019 in connection with the consummation of its cash tender offer for all of the issued and outstanding shares of Common Stock of the Company pursuant to the Merger Agreement) (the "Tender Offer Shares") and (ii) 13,240,089 shares of Common Stock of the Company owned directly by Parent (which such shares were acquired by Parent in connection with the automatic conversion of the Parent Note) (the "Note Conversion Shares"). The Tender Offer Shares include 8,012 shares of Common Stock of the Company that were validly delivered pursuant to notice of guaranteed delivery procedures and purchased by Merger Sub in the cash tender offer. |
| 9. Represents shares of Common Stock of the Company that were contributed and assigned, immediately prior to the effective time of the Merger, to WC SACD (the "Rollover Shares"), in exchange for equity interests in WC SACD, pursuant to the terms and conditions of those certain Contribution and Assignment Agreements, dated as of October 31, 2018 (the "Rollover Agreement"), by and between WC SACD, on the one hand, and each of Loeb Holding Corporation, Michael Stanfield, Stanfield Family Investments LLC, and David McGough, on the other hand. |
| 10. Immediately following the contribution and assignment of the Rollover Shares to WC SACD and prior to the effective time of the Merger, WC SACD contributed and assigned the Rollover Shares to Parent. As such, Parent became the direct beneficial owner of the Rollover Shares. |
| 11. Includes (i) the Tender Offer Shares, which are directly beneficially owned by Merger Sub and (ii) the Note Conversion Shares and Rollover Shares, each of which are directly beneficially owned by Parent. |
| 12. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Common Stock held by Parent and Merger Sub (including the Rollover Shares) were automatically cancelled in the Merger for no consideration. |
| Remarks: |
| See Exhibit 99.1 for Signatures | 01/15/2019 | |
| ** 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. | ||