| 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 |
|
|||||||||||||||
| 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)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2014 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 12/17/2014 | C | 2,546,728 | A | (1) | 2,546,728 | I | By SSM Venture Partners II, L.P.(2) | ||
| Common Stock | 12/17/2014 | S | 170,917 | D | $8 | 2,375,811 | I | By SSM Venture Partners II, L.P.(2) | ||
| Common Stock | 12/17/2014 | C | 497,478 | A | (1) | 497,478 | I | By SSM Venture Associates, L.P.(3) | ||
| Common Stock | 12/17/2014 | S | 33,387 | D | $8 | 464,091 | I | By SSM Venture Associates, L.P.(3) | ||
|
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 | ||||||||
| Series A Convertible Preferred Stock | (1) | 12/17/2014 | C | 7,640,186 | (1) | (1) | Common Stock | 2,546,728 | $0.00 | 0 | I | By SSM Venture Partners II, L.P.(2) | |||
| Series A Convertible Preferred Stock | (1) | 12/17/2014 | C | 1,492,434 | (1) | (1) | Common Stock | 497,478 | $0.00 | 0 | I | By SSM Venture Associates, L.P.(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The Series A Convertible Preferred Stock converted into common stock on a three-for-one basis and had no expiration date. |
| 2. Shares held directly by SSM Venture Partners II, L.P. ("SSMVP"). SSM Corporation, the general partner of SSM II, L.P ("SSM II"), which is the general partner of SSMVP, Jim Witherington and Wilson Orr, who are the directors of SSM Corporation, may be deemed to have voting and dispositive power over the shares held by SSMVP and disclaim beneficial ownership of the shares held by SSMVP, except to the extent of their pecuniary interest therein. |
| 3. Shares held directly by SSM Venture Associates, L.P. ("SSMVA"). SSM Corporation, the general partner of SSM II, which is the general partner of SSMVA, Jim Witherington and Wilson Orr, who are the directors of SSM Corporation, may be deemed to have voting and dispositive power over the shares held by SSMVA and disclaim beneficial ownership of the shares held by SSMVA, except to the extent of their pecuniary interest therein. |
| Remarks: |
| /s/ Scott Heinert for SSM Corporation | 12/17/2014 | |
| /s/ Scott Heinert for SSM II, L.P. | 12/17/2014 | |
| /s/ Scott Heinert for SSM Venture Partners II, L.P. | 12/17/2014 | |
| /s/ Scott Heinert for SSM Venture Associates, L.P. | 12/17/2014 | |
| /s/ Scott Heinert for Jim Witherington | 12/17/2014 | |
| /s/ Scott Heinert for Wilson Orr | 12/17/2014 | |
| ** 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. | ||