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*
Great Point Partners I GP, LLC

(Last) (First) (Middle)
165 MASON ST., 3RD FLOOR

(Street)
GREENWICH CT 06830

(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)
12/17/2014
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 12/17/2014 C 5,898,851 A (1) 5,898,851 I By GPP-Connecture LLC(2)
Common Stock 12/17/2014 S 395,886 D $8 5,502,965 I By GPP-Connecture LLC(2)
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 B Preferred Stock (1) 12/17/2014 C 17,696,553 (1) (1) Common Stock 5,898,851 $0.00 0 I By GPP-Connecture LLC(2)
1. Name and Address of Reporting Person*
Great Point Partners I GP, LLC

(Last) (First) (Middle)
165 MASON ST., 3RD FLOOR

(Street)
GREENWICH CT 06830

(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*
GREAT POINT PARTNERS I LP

(Last) (First) (Middle)
18500 W. CORPORATE DR., STE 250

(Street)
BROOKFIELD WI 53045

(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*
GPP - Connecture, LLC

(Last) (First) (Middle)
18500 W. CORPORATE DR., STE 250

(Street)
BROOKFIELD WI 53045

(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*
GREAT POINT PARTNERS LLC

(Last) (First) (Middle)
18500 W. CORPORATE DR., STE 250

(Street)
BROOKFIELD WI 53045

(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*
JAY JEFFREY R

(Last) (First) (Middle)
18500 W. CORPORATE DR., STE 250

(Street)
BROOKFIELD WI 53045

(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*
KROIN DAVID

(Last) (First) (Middle)
18500 W. CORPORATE DR., STE 250

(Street)
BROOKFIELD WI 53045

(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. The Series B Convertible Preferred Stock converted into common stock on a three-for-one basis and had no expiration date.
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.
Remarks:
/s/ Scott Heinert for Great Point Partners I GP, LLC 12/17/2014
/s/ Scott Heinert for Great Point Partners I, LP 12/17/2014
/s/ Scott Heinert for GPP-Connecture LLC 12/17/2014
/s/ Scott Heinert for Great Point Partners LLC 12/17/2014
/s/ Scott Heinert for Jeffrey R. Jay 12/17/2014
/s/ Scott Heinert for David Kroin 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).
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