| 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)
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2. Issuer Name and Ticker or Trading Symbol
INTERSECTIONS INC [ INTX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/11/2019 | ||||||||||||||||||||||||||
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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(1)(2) | 01/11/2019 | J(3)(4) | 13,240,089(3)(4)(5) | A | $2.27(4)(5) | 13,240,089(5) | I | See Footnotes(1)(2)(10) | ||
| Common Stock(1)(2) | 01/11/2019 | J(6)(7) | 11,103,640(6)(7) | A | (6) | 24,343,729 | I | See Footnotes(1)(2)(10) | ||
| Common Stock(1)(2) | 01/11/2019(3)(8) | P(3) | 13,443,400(3)(8) | A | $3.38(3) | 37,787,129 | I | See Footnotes(1)(2)(10) | ||
| Common Stock(1)(2) | 01/11/2019 | J(9) | 37,787,129(9) | D | $0.00(9) | 0(9) | I | See Footnotes(1)(2)(10) | ||
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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 | ||||||||
| Senior Convertible Note | $2.27(3)(4) | 01/11/2019 | J(3)(4) | 30,055,000(3)(4)(5) | (4) | 10/31/2021 | Common Stock | 13,240,089(3)(4)(5) | (4)(5) | 0 | I(10) | See Footnotes(1)(2)(10) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This statement on Form 4 is being jointly filed by General Catalyst Group IX, L.P., a Delaware limited partnership ("GC IX"), GC Entrepreneurs Fund IX, L.P., a Delaware limited partnership (together with GC IX, the "GC Funds"), General Catalyst Partners IX, L.P., a Delaware limited partnership, General Catalyst GP IX, LLC, a Delaware limited liability company, General Catalyst Group Management, LLC, a Delaware limited liability company, Kenneth I. Chenault, Joel E. Cutler, David P. Fialkow and Hemant Taneja (collectively, the "Reporting Persons"), and relates to the common stock, par value $0.01 per share ("Common Stock"), of Intersections Inc., a Delaware corporation (the "Company"). The GC Funds are stockholders of a joint venture, WC SACD One, Inc., a Delaware corporation ("WC SACD"). WC SACD One Parent, Inc., a Delaware corporation ("Parent"), is a direct wholly-owned subsidiary of WC SACD. |
| 2. (Continued from Footnote 1) Prior to the Merger (as defined below), WC SACD One Merger Sub, Inc., a Delaware corporation ("Merger Sub"), was a direct wholly-owned subsidiary of Parent. |
| 3. On January 11, 2019, Parent completed its acquisition of the Company pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 31, 2018, as amended (the "Merger Agreement"), by and among Parent, Merger Sub and the Company, wherein Merger Sub merged with and into the Company, with the Company surviving as an indirect wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, Merger Sub conducted a tender offer (the "Offer") for all issued and outstanding shares of Common Stock (other than certain shares that certain stockholders agreed to roll over in the transaction), at a price of $3.68 per share, in cash, without interest and less any applicable withholding taxes. The Offer expired on January 4, 2019 at 5 p.m. New York City time. On January 7, 2019, Merger Sub accepted for payment all shares validly tendered and not withdrawn in the Offer. |
| 4. On January 11, 2019, immediately prior to the effective time of the Merger, the outstanding principal balance of the senior convertible note held by Parent (the "Parent Note"), together with all accrued and unpaid interest thereon, automatically converted in accordance with its terms into shares of Common Stock, at a conversion price equal to $2.27 per share. The terms of the Parent Note, which was purchased by Parent in an aggregate principal amount of $30,000,000 on October 31, 2018, provided that it would convert into shares of Common Stock or the Company's 6.0% Series A Preferred Stock, par value $0.01 per share, as applicable, pursuant to the terms of the Note Purchase and Exchange Agreement, dated as of October 31, 2018, by and among the Company, Parent and the other noteholders. |
| 5. As of January 11, 2019, the Parent Note had $30,000,000 in outstanding principal balance and had accrued $55,000 in unpaid interest, for a total of $30,055,000. At a conversion price of $2.27 per share, the Parent Note was converted into 13,240,089 shares of Common Stock in accordance with the terms of the Parent Note (the "Note Conversion Shares"). |
| 6. Represents shares of Common Stock that were contributed and assigned, immediately prior to the effective time of the Merger, to WC SACD (the "Rollover Shares"), in exchange for equity interests in WC SACD, pursuant to the terms and conditions of those certain Contribution and Assignment Agreements, dated as of October 31, 2018, by and between WC SACD, on the one hand, and each of Loeb Holding Corporation, Michael Stanfield, Stanfield Family Investments LLC and David McGough, on the other hand. |
| 7. Immediately following the contribution and assignment of the Rollover Shares to WC SACD and prior to the effective time of the Merger, WC SACD contributed and assigned the Rollover Shares to Parent. As such, Parent became the direct beneficial owner of the Rollover Shares. |
| 8. Represents (i) 13,435,388 shares of Common Stock owned directly by Merger Sub (which such shares were purchased by Merger Sub on January 7, 2019 in connection with the closing of the Offer) and (ii) 8,012 shares of Common Stock that were validly delivered pursuant to notice of guaranteed delivery procedures and purchased by Merger Sub upon closing of the Offer on January 11, 2019 (the "Tender Offer Shares"). |
| 9. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, all issued and outstanding shares of Common Stock held by Parent and Merger Sub were automatically cancelled in the Merger for no consideration. |
| 10. Because of the relationship among the Reporting Persons, WC SACD, Parent and Merger Sub, each of the Reporting Persons may be deemed to indirectly beneficially own shares of Common Stock beneficially owned by Parent and Merger Sub. Each of the Reporting Persons disclaims beneficial ownership of the securities reported on this Form 4, except to the extent of its or his pecuniary interest therein, and the reporting of such securities on this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner thereof for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose. |
| Remarks: |
| Exhibit 24.1 Limited Power of Attorney - Kenneth I. Chenault Exhibit 24.2 Limited Power of Attorney - Joel E. Cutler, David P. Fialkow, Hemant Taneja |
| GENERAL CATALYST GROUP IX, L.P., By: General Catalyst Partners IX, L.P., Its General Partner, By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer | 01/15/2019 | |
| GC ENTREPRENEURS FUND IX, L.P., By: General Catalyst Partners IX, L.P., Its General Partner, By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer | 01/15/2019 | |
| GENERAL CATALYST PARTNERS IX, L.P., By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer | 01/15/2019 | |
| GENERAL CATALYST GP IX, LLC, By: General Catalyst Group Management, LLC, Its Manager, /s/ Christopher McCain, Chief Legal Officer | 01/15/2019 | |
| GENERAL CATALYST GROUP MANAGEMENT, LLC, /s/ Christopher McCain, Chief Legal Officer | 01/15/2019 | |
| /s/ Christopher McCain, attorney-in-fact for Kenneth I. Chenault | 01/15/2019 | |
| /s/ Christopher McCain, attorney-in-fact for Joel E. Cutler | 01/15/2019 | |
| /s/ Christopher McCain, attorney-in-fact for David P. Fialkow | 01/15/2019 | |
| /s/ Christopher McCain, attorney-in-fact for Hemant Taneja | 01/15/2019 | |
| ** 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. | ||