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*
SSM II, L.P.

(Last) (First) (Middle)
6070 POPLAR AVE., SUITE 560

(Street)
MEMPHIS TN 38119

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CONNECTURE INC [ CNXR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/15/2016 J(1)(2) 703,750 D $0.00(1)(2) 2,136,152 I See Footnotes(3)(4)
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
1. Name and Address of Reporting Person*
SSM II, L.P.

(Last) (First) (Middle)
6070 POPLAR AVE., SUITE 560

(Street)
MEMPHIS TN 38119

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SSM VENTURE PARTNERS II L P

(Last) (First) (Middle)
6070 POPLAR AVE., SUITE 560

(Street)
MEMPHIS TN 38119

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SSM VENTURE ASSOCIATES L P

(Last) (First) (Middle)
6070 POPLAR AVE., SUITE 560

(Street)
MEMPHIS TN 38119

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On March 15, 2016, SSM Venture Partners II, L.P. ("SSMVP") and SSM Venture Associates, L.P. ("SSMVA", and together with SSMVP, the "Funds") distributed, for no consideration, 588,750 and 115,000 shares, respectively, of Common Stock of the Issuer (the "Shares") to all of its partners and to SSM II, L.P. ("SSM II"), the general partner of the Funds, representing each such partner's pro rata interest in the shares held by the Funds. On the same date, SSM II distributed, for no consideration, the Shares it received from the distributions to all of its partners in an amount equal to each such partner's pro rata interest in the Shares.
2. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-9 and Rule 16a-13 of the Securities Exchange Act of 1934, as amended.
3. After the distributions described above, SSMVP and SSMVA own 1,787,061 and 349,091 Shares, respectively.
4. SSM II is the general partner of the Funds. SSM II disclaims beneficial ownership of the securities owned directly by the Funds, and this report shall not be deemed as an admission that SSM II is the beneficial owner of such securities, except to the extent of its pecuniary interest therein, if any, by virtue of its general partner interests in the Funds.
Remarks:
SSM II, L.P., By: SSM Corporation, its general partner, By: /s/ James D. Witherington, Jr., President 03/17/2016
SSM Venture Partners II, L.P., By: SSM II, L.P., its general partner, By: SSM Corporation, its general partner, By: /s/ James D. Witherington, Jr., President 03/17/2016
SSM Venture Associates, L.P., By: SSM II, L.P., its general partner, By: SSM Corporation, its general partner, By: /s/ James D. Witherington, Jr., President 03/17/2016
** 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).
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