0001193125-16-621356.txt : 20160614 0001193125-16-621356.hdr.sgml : 20160614 20160614164200 ACCESSION NUMBER: 0001193125-16-621356 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160614 DATE AS OF CHANGE: 20160614 GROUP MEMBERS: FRANCISCO PARTNERS GP IV MANAGEMENT LTD GROUP MEMBERS: FRANCISCO PARTNERS GP IV, L.P. GROUP MEMBERS: FRANCISCO PARTNERS IV-A, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONNECTURE INC CENTRAL INDEX KEY: 0001211759 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88454 FILM NUMBER: 161713467 BUSINESS ADDRESS: STREET 1: 18500 W. CORPORATE DRIVE STREET 2: SUITE 250 CITY: BROOKFIELD STATE: WI ZIP: 53045 BUSINESS PHONE: 262-432-8282 MAIL ADDRESS: STREET 1: 18500 W. CORPORATE DRIVE STREET 2: SUITE 250 CITY: BROOKFIELD STATE: WI ZIP: 53045 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCISCO PARTNERS IV, L.P. CENTRAL INDEX KEY: 0001622902 IRS NUMBER: 981184642 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DR., BUILDING C, SUITE 410 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-418-2900 MAIL ADDRESS: STREET 1: ONE LETTERMAN DR., BUILDING C, SUITE 410 CITY: SAN FRANCISCO STATE: CA ZIP: 94129 SC 13D/A 1 d204235dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1) *

 

 

CONNECTURE, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

20786J106

(CUSIP Number)

Francisco Partners IV, L.P.

Francisco Partners IV-A, L.P.

Francisco Partners GP IV, L.P.

Francisco Partners GP IV Management Limited

c/o Francisco Partners Management, L.P.

One Letterman Drive

Building C – Suite 410

San Francisco, CA 94129

Telephone: (415) 418-2900

with copies to:

Adam D. Phillips, Esq.

Ross M. Leff, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4947

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 10, 2016

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment contain information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 20786J106   Page 2

 

  1   

Names of reporting persons:

 

    Francisco Partners IV, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

    Not Applicable

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    OO, WC

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    8,434,025*

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    8,434,025*

11  

Aggregate amount beneficially owned by each reporting person:

 

    8,434,025*

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨

 

13  

Percent of class represented by amount in Row (11):

 

    25.3%†

14  

Type of reporting person:

 

    PN

 

* The aggregate number and percentage of Common Stock of the Issuer beneficially owned consists of 1,032,692 shares of Common Stock of the Issuer and 33,306 shares of Series A Convertible Preferred Stock (“Preferred Stock”) held directly by Francisco Partners IV, L.P., convertible into Common Stock of the Issuer, subject to certain conditions and adjustments.
The calculation of the foregoing percentage is based on 22,193,260 shares of Common Stock outstanding as of April 29, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2016, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons.


CUSIP No. 20786J106   Page 3

 

  1   

Names of reporting persons:

 

    Francisco Partners IV-A, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

    Not Applicable

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    OO, WC

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    4,227,372*

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    4,227,372*

11  

Aggregate amount beneficially owned by each reporting person:

 

    4,227,372*

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨

 

13  

Percent of class represented by amount in Row (11):

 

    12.7%†

14  

Type of reporting person:

 

    PN

 

* The aggregate number and percentage of Common Stock of the Issuer beneficially owned consists of 517,594 shares of Common Stock of the Issuer and 16,694 shares of Series A Convertible Preferred Stock (“Preferred Stock”) held directly by Francisco Partners IV-A, L.P., convertible into Common Stock of the Issuer, subject to certain conditions and adjustments.
The calculation of the foregoing percentage is based on 22,193,260 shares of Common Stock outstanding as of April 29, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2016, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons.


CUSIP No. 20786J106   Page 4

 

  1   

Names of reporting persons:

 

    Francisco Partners GP IV, L.P.

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

    Not Applicable

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    AF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    12,661,397*

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    12,661,397*

11  

Aggregate amount beneficially owned by each reporting person:

 

    12,661,397*

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨

 

13  

Percent of class represented by amount in Row (11):

 

    38.0%†

14  

Type of reporting person:

 

    PN

 

* The aggregate number and percentage of Common Stock of the Issuer beneficially owned consists of 1,550,286 shares of Common Stock of the Issuer and 50,000 shares of Series A Convertible Preferred Stock (“Preferred Stock”) held directly by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P., convertible into Common Stock of the Issuer, subject to certain conditions and adjustments.
The calculation of the foregoing percentage is based on 22,193,260 shares of Common Stock outstanding as of April 29, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2016, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons.


CUSIP No. 20786J106   Page 5

 

  1   

Names of reporting persons:

 

    Francisco Partners GP IV Management Limited

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

    Not Applicable

  3  

SEC use only

 

  4  

Source of funds (see instructions):

 

    AF

  5  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨

 

    Not Applicable

  6  

Citizenship or place of organization:

 

    Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with

 

     7    

Sole voting power:

 

    0

     8   

Shared voting power:

 

    12,661,397*

     9   

Sole dispositive power:

 

    0

   10   

Shared dispositive power:

 

    12,661,397*

11  

Aggregate amount beneficially owned by each reporting person:

 

    12,661,397*

12  

Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨

 

13  

Percent of class represented by amount in Row (11):

 

    38.0%†

14  

Type of reporting person:

 

    PN

 

* The aggregate number and percentage of Common Stock of the Issuer beneficially owned consists of 1,550,286 shares of Common Stock of the Issuer and 50,000 shares of Series A Convertible Preferred Stock (“Preferred Stock”) held directly by Francisco Partners IV, L.P. and Francisco Partners IV-A, L.P., convertible into Common Stock of the Issuer, subject to certain conditions and adjustments.
The calculation of the foregoing percentage is based on 22,193,260 shares of Common Stock outstanding as of April 29, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2016, plus the shares of Common Stock issuable upon the conversion of the Preferred Stock beneficially owned by the Reporting Persons.


CUSIP No. 20786J106   Page 6

 

This Amendment No. 1 to Schedule 13D is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): (i) Francisco Partners IV, L.P., a Cayman Islands exempted limited partnership (“FP IV”), (ii) Francisco Partners IV-A, L.P., a Cayman Islands exempted limited partnership (“FP IV-A”), (iii) Francisco Partners GP IV, L.P., a Cayman Islands exempted limited partnership (“FP GP IV”), and (iv) Francisco Partners GP IV Management Limited, a Cayman Islands exempted company (“FP GP Management” and collectively with FP IV, FP IV-A, FP GP IV and their affiliates, “Francisco Partners”), to supplement and amend the Schedule 13D filed on behalf of the Reporting Persons on May 9, 2016. Each item below amends and supplements the information disclosed under the corresponding item of Schedule 13D. Capitalized terms defined in the Schedule 13D are used herein with their defined meaning.

 

Item 3. Source and Amount of Funds or Other Consideration

The response set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by the following:

In a series of transactions through and including June 13, 2016, the Reporting Persons acquired 1,550,286 shares of Common Stock for approximately $1,952,355 in investment capital, excluding brokerage commissions and fees, at a weighted average price per share of $1.27. The source of funds for this consideration was the available capital of Francisco Partners, which may, at any given time, include borrowings under a working capital line of credit with First Republic Bank or capital contributions from investors in the Francisco Partners funds, each in the ordinary course of business.

 

Item 5. Interest in Securities of the Issuer

The response set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by the following:

Based on the information set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed with the Securities and Exchange Commission on May 10, 2016, there were 22,193,260 shares of the Common Stock issued and outstanding as of April 29, 2016.

FP IV directly owns 1,032,692 shares of Common Stock and 33,306 shares of Preferred Stock, convertible at any time at FP IV’s option into 7,401,333 shares of Common Stock. FP IV-A directly owns 517,594 shares of Common Stock and 16,694 shares of Preferred Stock, convertible at any time at FP IV-A’s option into 3,709,778 shares of Common Stock.

As a result, (i) FP IV beneficially owns 8,434,025 shares of Common Stock, or 25.3% of the Common Stock deemed issued and outstanding as of the Filing Date, (ii) FP IV-A beneficially owns 4,227,372 shares of Common Stock, or 12.7% of the Common Stock deemed issued and outstanding as of the Filing Date, (iii) FP GP IV beneficially owns 12,661,397 shares of Common Stock, or 38.0% of the Common Stock deemed issued and outstanding as of the Filing Date, and (iv) FP GP Management owns 12,661,397 shares of Common Stock, or 38.0% of the Common Stock deemed issued and outstanding as of the Filing Date.

Schedule I annexed hereto lists the transactions discussed in this Amendment No. 1.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 14, 2016

 

FRANCISCO PARTNERS IV, L.P.

By: Francisco Partners GP IV, L.P., its General Partner

By: Francisco Partners GP IV Management Limited, its General Partner

By:   /s/ Ezra Perlman
  Name:   Ezra Perlman
  Title:   Co-President

 

 

FRANCISCO PARTNERS IV-A, L.P.

By: Francisco Partners GP IV, L.P., its General Partner

By: Francisco Partners GP IV Management Limited, its General Partner

By:   /s/ Ezra Perlman
  Name:   Ezra Perlman
  Title:   Co-President

 

 

FRANCISCO PARTNERS GP IV, L.P.

By: Francisco Partners GP IV Management Limited, its General Partner

By:   /s/ Ezra Perlman
  Name:   Ezra Perlman
  Title:   Co-President

 

 

FRANCISCO PARTNERS GP IV MANAGEMENT

LIMITED

By:   /s/ Ezra Perlman
  Name:   Ezra Perlman
  Title:   Co-President


SCHEDULE I

The following transactions were effected by Francisco Partners IV, L.P. in shares of Common Stock:

 

Date

   Number of
Shares of
Common Stock
Purchased
     Purchase Price
per Share of
Common Stock
 

6/10/2016

     985,395       $ 1.25   

6/10/2016

     36,026       $ 1.63   

6/13/2016

     11,271       $ 1.67   

The following transactions were effected by Francisco Partners IV-A, L.P. in shares of Common Stock:

 

Date

   Number of
Shares of
Common Stock
Purchased
     Purchase Price
per Share of
Common Stock
 

6/10/2016

     493,887       $ 1.25   

6/10/2016

     18,058       $ 1.63   

6/13/2016

     5,649       $ 1.67