| 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 CONNECTURE INC [ CNXR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/10/2015 | ||||||||||||||||||||||||||
| 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 | 06/10/2015 | J(1) | 1,375,733 | D | $0.00 | 4,127,232 | I | By GPP-Connecture LLC(2) | ||
| Common Stock | 06/10/2015 | J(1) | 39,703 | A | $0.00 | 39,703 | D(3) | |||
| Common Stock | 06/10/2015 | J(1) | 36,493 | A | $0.00 | 36,493 | D(4) | |||
| Common Stock | 06/10/2015 | J(1) | 47,235 | A | $0.00 | 47,235 | I | See Remarks(5) | ||
| Common Stock | 06/10/2015 | J(1) | 28,696 | A | $0.00 | 28,696 | I | See Remarks(6) | ||
| 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 | ||||||||
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. Represents shares of the issuer's common stock distributed pro rata by GPP - Connecture, LLC to its members. |
| 2. Shares held directly by GPP-Connecture LLC ("GPPC"). Great Point Partners I GP, LLC is the general partner of Great Point Partners I, LP, which is the sole managing member of GPPC. Dr. Jeffrey R. Jay is the senior managing member, and David Kroin is the special managing member, of Great Point Partners LLC, which is the investment manager to Great Point Partners I, L.P. Each of Dr. Jay, Mr. Kroin, Great Point Partners LLC, Great Point Partners I GP, LLC and Great Point Partners I, LP may be deemed to have voting and dispositive power over the shares held by GPPC, and disclaim beneficial ownership of the shares held by GPPC, except to the extent of their pecuniary interest therein. |
| 3. These shares are held directly by Mr. Kroin. |
| 4. These shares are held directly by Dr. Jay. |
| 5. Includes 11,341 shares held by a trust of which Dr. Jay is a trustee and of which beneficiaries may be considered members of Dr. Jay's immediate family, and 35,894 shares held by a trust of which Dr. Jay is the income beneficiary (but not the trustee). In each case Dr. Jay disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. |
| 6. Includes shares owned by Biomedical Offshore Value Fund, Ltd. ("BOVF"). Great Point Partners, LLC is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the such shares. Each of Dr. Jay, as senior managing member of Great Point Partners, LLC, and Mr. Kroin, as special managing member of Great Point Partners, LLC, has voting and investment power with respect to such shares, and therefore may be deemed to be the beneficial owner of such shares. Each of Dr. Jay and Mr. Kroin disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/ Scott Heinert for Great Point Partners I GP, LLC | 06/12/2015 | |
| /s/ Scott Heinert for Great Point Partners I LP | 06/12/2015 | |
| /s/ Scott Heinert for GPP-Connecture, LLC | 06/12/2015 | |
| /s/ Scott Heinert for Great Point Partners LLC | 06/12/2015 | |
| /s/ Scott Heinert for Jay R. Jeffrey | 06/12/2015 | |
| /s/ Scott Heinert for David Kroin | 06/12/2015 | |
| ** 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. | ||
