SC 13G/A

0001193125-17-032804.txt : 20170207 0001193125-17-032804.hdr.sgml : 20170207 20170207114102 ACCESSION NUMBER: 0001193125-17-032804 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170207 DATE AS OF CHANGE: 20170207 GROUP MEMBERS: CHRYSALIS PARTNERS II, LLC 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88454 FILM NUMBER: 17577836 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: CHRYSALIS VENTURES II LP CENTRAL INDEX KEY: 0001157041 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 101 SOUTH FIFTH STREET STREET 2: SUITE 1650 CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 502-583-7644 MAIL ADDRESS: STREET 1: C/O CHRYSALIS VENTURES STREET 2: 101 SOUTH FIFTH STREET, SUITE 1650 CITY: LOUISVILLE STATE: KY ZIP: 40202 SC 13G/A 1 d342272dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

CONNECTURE, INC.

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

20786J106

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	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 containing information which would alter the disclosures provided in a prior cover page.

The information required in 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

SCHEDULE 13G/A

Page 2 of 6 Pages


1.	NAMES OF REPORTING PERSONS Chrysalis Ventures II, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 4,479,735 *
		6.	SHARED VOTING POWER -0-
		7.	SOLE DISPOSITIVE POWER 4,479,735 *
		8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,479,735 *
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.0% **
12.	TYPE OF REPORTING PERSON PN

*	Includes 472,573 shares of Common Stock underlying shares of Series A Convertible Preferred Stock (the “Preferred Stock”) held by Chrysalis Ventures II, L.P. into which the Preferred Stock was convertible within 60 days of December 31, 2016 (determined in accordance with Rule 13d-3 of the Act).

Includes the shares of Common Stock underlying the Preferred Stock held by Chrysalis Ventures II, L.P., determined in accordance with Rule 13d-3 of the Act. The percentage of shares beneficially owned as set forth in row 11 above is based on 22,344,764 shares of Common Stock of the Issuer outstanding as of November 1, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended September 30, 2016 filed with the Securities and Exchange Commission on November 9, 2016.

CUSIP No. 20786J106

SCHEDULE 13G/A

Page 3 of 6 Pages


1.	NAMES OF REPORTING PERSONS Chrysalis Partners II, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 4,479,735 *
		6.	SHARED VOTING POWER -0-
		7.	SOLE DISPOSITIVE POWER 4,479,735 *
		8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,479,735 *
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.0% **
12.	TYPE OF REPORTING PERSON OO

*	Includes 472,573 shares of Common Stock underlying shares of Series A Convertible Preferred Stock (the “Preferred Stock”) held by Chrysalis Ventures II, L.P. into which the Preferred Stock was convertible within 60 days of December 31, 2016 (determined in accordance with Rule 13d-3 of the Act).

CUSIP No. 20786J106

SCHEDULE 13G/A

Page 4 of 6 Pages


Item 1.		Issuer

	(a)	Name of Issuer:

		Connecture, Inc. (the “Issuer”)

	(b)	Address of Issuer’s Principal Executive Offices:

		18500 West Corporate Drive Suite 250 Brookfield, Wisconsin 53045

Item 2.		Filing Person

	(a) – (c)	Name of Persons Filing; Address; Citizenship:

		(i) Chrysalis Ventures II, L.P., a Delaware limited partnership (the “CV II”); and (ii) Chrysalis Partners II, LLC, a Delaware limited liability company (its “General Partner”). The address of the principal business office of each of the reporting persons are 101 South Fifth Street, Suite 1650, Louisville, KY 40202.

	(d)	Title of Class of Securities:

		Common stock, $0.001 par value per share, (the “Common Stock”)

	(e)	CUSIP Number: 20786J 10 6

Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a)	☐	Broker or dealer registered under Section 15 of the Act;

	(b)	☐	Bank as defined in Section 3(a)(6) of the Act;

	(c)	☐	Insurance company as defined in Section 3(a)(19) of the Act;

	(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940;

	(e)	☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)	☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

	(j)	☐	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

	(k)	☐	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

		If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. 20786J106

SCHEDULE 13G/A

Page 5 of 6 Pages

Item 4.

Ownership.

(a) and (b)

Amount beneficially owned:

(i)

CV II directly owns 4,007,162 shares of Common Stock and directly owns 2,000 shares of Preferred Stock, which were convertible into an aggregate of 472,573 shares of Common Stock within 60 days of December 31, 2016, representing in the aggregate approximately 20.0% of the outstanding shares of Common Stock (determined in accordance with Rule 13d-3 of the Act).

(ii)

The General Partner may be deemed to beneficially own the shares of Common Stock and Preferred Stock directly owned by CV II, which represent in the aggregate approximately 20.0% of the outstanding shares of Common Stock (determined in accordance with Rule 13d-3 of the Act). Investment and voting decisions with respect to the shares held by CV II are made by an advisory committee of the General Partner.

(c)

Number of shares as to which such person has:


	Number of Shares of Common Stock
Reporting Person	(i)		(ii)		(iii)		(iv)
Chrysalis Ventures II, L.P.		4,479,735		-0-		4,479,735		-0-
Chrysalis Partners II, LLC		4,479,735		-0-		4,479,735		-0-

(i) Sole power to vote or direct the vote

(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of

The percentage of shares is based on 22,344,764 shares of Common Stock of the Issuer outstanding as of November 1, 2016, as disclosed in the Issuer’s Form 10-Q for the period ended September 30, 2016 filed with the Securities and Exchange Commission on November 9, 2016.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

CUSIP No. 20786J106

SCHEDULE 13G/A

Page 6 of 6 Pages

SIGNATURE

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

Date: February 7, 2017


Chrysalis Ventures II, L.P.

By:	Chrysalis Partners II, LLC, its general partner

	By:	/s/ David A. Jones, Jr.
	Name:	David A. Jones, Jr.
	Title:	Authorized Member

Chrysalis Partners II, LLC

	By:	/s/ David A. Jones, Jr.
	Name:	David A. Jones, Jr.
	Title:	Authorized Member

Exhibit A

Joint Filing Agreement

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: February 7, 2017


Chrysalis Ventures II, L.P.

By:	Chrysalis Partners II, LLC, its general partner

	By:	/s/ David A. Jones, Jr.
	Name:	David A. Jones, Jr.
	Title:	Authorized Member

Chrysalis Partners II, LLC

	By:	/s/ David A. Jones, Jr.
	Name:	David A. Jones, Jr.
	Title:	Authorized Member