Osmium Partners, LLC - Schedule 13D/A - Filed by newsfilecorp.com

0001062993-18-004368.txt : 20181105 0001062993-18-004368.hdr.sgml : 20181105 20181105165945 ACCESSION NUMBER: 0001062993-18-004368 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181105 DATE AS OF CHANGE: 20181105 GROUP MEMBERS: JOHN H. LEWIS GROUP MEMBERS: OSMIUM CAPITAL II, LP GROUP MEMBERS: OSMIUM CAPITAL, LP GROUP MEMBERS: OSMIUM DIAMOND, LP GROUP MEMBERS: OSMIUM SPARTAN, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERSECTIONS INC CENTRAL INDEX KEY: 0001095277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 541956515 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80290 FILM NUMBER: 181160575 BUSINESS ADDRESS: STREET 1: 3901 STONECROFT BOULEVARD CITY: CHANTILLY STATE: VA ZIP: 20151 BUSINESS PHONE: 7034886100 MAIL ADDRESS: STREET 1: 3901 STONECROFT BOULEVARD CITY: CHANTILLY STATE: VA ZIP: 20151 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Osmium Partners, LLC CENTRAL INDEX KEY: 0001316729 IRS NUMBER: 550793716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: (415) 785-4044 MAIL ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 SC 13D/A 1 sched13da.htm SCHEDULE 13D/A Osmium Partners, LLC - Schedule 13D/A - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 5)*

INTERSECTIONS INC.
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

460981301
(CUSIP Number)

Osmium Partners, LLC
300 Drakes Landing Road, Suite 172
Greenbrae, CA 94904
Attention: John H. Lewis
Telephone: (415) 785-4044
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 31, 2018
(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 Rule 13d-1(e), 13d-1(f) or 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(b) 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 containing 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 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. 460981301

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).

	John H. Lewis
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]

3.	SEC Use Only


4.	Citizenship or Place of Organization

	United States

	5.	Sole Voting Power

Number of		31,165
Shares	6.	Shared Voting Power
Beneficially
owned by		590,757
Each	7.	Sole Dispositive Power
Reporting
Person		31,165
With:	8.	Shared Dispositive Power

		621,922

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	621,922
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	[ ]
11.	Percent of Class Represented by Amount in Row (9)

	2.6%
12.	Type of Reporting Person (See Instructions)

	IN

CUSIP No. 460981301

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).

	Osmium Partners, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]

3.	SEC Use Only


4.	Citizenship or Place of Organization

	Delaware

	5.	Sole Voting Power

Number of		0
Shares	6.	Shared Voting Power
Beneficially
owned by		621,922
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power

		621,922

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	621,922
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	[ ]
11.	Percent of Class Represented by Amount in Row (9)

	2.6%
12.	Type of Reporting Person (See Instructions)

	IA, OO

CUSIP No. 460981301

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).

	Osmium Capital, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]

3.	SEC Use Only


4.	Citizenship or Place of Organization

	Delaware

	5.	Sole Voting Power

Number of		0
Shares	6.	Shared Voting Power
Beneficially
owned by		256,668
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power

		256,668

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	256,668
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	[ ]
11.	Percent of Class Represented by Amount in Row (9)

	1.1%
12.	Type of Reporting Person (See Instructions)

	PN

CUSIP No. 460981301

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).

	Osmium Capital II, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]

3.	SEC Use Only


4.	Citizenship or Place of Organization

	Delaware

	5.	Sole Voting Power

Number of		0
Shares	6.	Shared Voting Power
Beneficially
owned by		119,784
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power

		119,784

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	119,784
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	[ ]
11.	Percent of Class Represented by Amount in Row (9)

	0.5%
12.	Type of Reporting Person (See Instructions)

	PN

CUSIP No. 460981301

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).

	Osmium Spartan, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]

3.	SEC Use Only


4.	Citizenship or Place of Organization

	Delaware

	5.	Sole Voting Power

Number of		0
Shares	6.	Shared Voting Power
Beneficially
owned by		101,016
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power

		101,016

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	101,016
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	[ ]
11.	Percent of Class Represented by Amount in Row (9)

	0.4%
12.	Type of Reporting Person (See Instructions)

	PN

CUSIP No. 460981301

1.	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).

	Osmium Diamond, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]

3.	SEC Use Only


4.	Citizenship or Place of Organization

	Delaware

	5.	Sole Voting Power

Number of		0
Shares	6.	Shared Voting Power
Beneficially
owned by		113,289
Each	7.	Sole Dispositive Power
Reporting
Person		0
With:	8.	Shared Dispositive Power

		113,289

9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	113,289
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

	[ ]
11.	Percent of Class Represented by Amount in Row (9)

	0.5%
12.	Type of Reporting Person (See Instructions)

	PN

EXPLANATORY NOTE

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) is being filed with respect to the beneficial ownership of the Reporting Persons in Intersections Inc. (“Intersections” or the “Issuer”). This Amendment No. 5 supplements the Schedule 13D as previously filed on February 19, 2015 (as amended, the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 5 shall have the same meaning herein as are ascribed to such terms in Schedule 13D. Except as set forth herein, this Amendment No. 5 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.

ITEM 5. Interest in Securities of the Issuer

(a) The Reporting Persons beneficially own:

	(i)	Fund I directly owns 256,668 shares of Common Stock representing 1.1% of all of the outstanding shares of Common Stock of the Issuer.

	(ii)	Fund II directly owns 119,784 shares of Common Stock representing 0.5% of all of the outstanding shares of Common Stock of the Issuer.

	(iii)	Fund III directly owns 101,016 shares of Common Stock representing 0.4% of all of the outstanding shares of Common Stock of the Issuer.

	(iv)	Fund IV directly owns 113,289 shares of Common Stock representing 0.5% of all of the outstanding shares of Common Stock of the Issuer.

	(v)	Osmium Partners, as the general partner of each of the Funds, may be deemed to beneficially own the 590,757 shares of Common Stock held by them, representing 2.4% of all of the outstanding shares of Common Stock of the Issuer.

	(vi)	Mr. Lewis individually owns 31,165 shares of Common Stock representing 0.1% of all of the outstanding shares of Common Stock. Mr. Lewis may also be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Osmium Partners.

	(vii)	Collectively, the Reporting Persons beneficially own 621,922 shares of Common Stock representing 2.6% of all of the outstanding shares of Common Stock.

Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.

The percentages set forth in this response are based on the 24,356,507 shares of Common Stock outstanding as of August 31, 2018, as reported by the Issuer to Osmium Partners.

(b) Osmium Partners and Mr. Lewis may be deemed to share with Fund I, Fund II, Fund III and Fund IV (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 256,668 shares of Common Stock, 119,784 shares of Common Stock, 101,016 shares of Common Stock and 113,289 shares of Common Stock reported herein, respectively. Mr. Lewis, individually, has the power to vote or direct the vote of and to dispose or direct the disposition of the 31,165 shares of Common Stock reported herein as individually owned by him.

(c) The following Reporting Persons engaged in the following transactions with respect to the Issuer’s Common Stock during the 60 days preceding October 31, 2018 and the 60 days preceding the date of this filing:

Osmium Capital, LP

	Number	Price
	of	per
Transaction Date	Shares	Share	Type of Transaction
10/31/2018	650,000	3.5073	Sale
11/1/2018	245,000	3.5362	Sale
11/2/2018	142,000	3.5404	Sale

Osmium Capital II, LP

	Number	Price
	of	per
Transaction Date	Shares	Share	Type of Transaction
10/31/2018	350,000	3.5073	Sale
11/1/2018	105,000	3.5362	Sale
11/2/2018	66,818	3.5404	Sale

Osmium Spartan, LP

	Number	Price
	of	per
Transaction Date	Shares	Share	Type of Transaction
10/31/2018	200,000	3.5073	Sale
11/1/2018	119,796	3.5362	Sale
11/2/2018	40,000	3.5404	Sale

Osmium Diamond, LP

	Number	Price
	of	per
Transaction Date	Shares	Share	Type of Transaction
10/31/2018	200,000	3.5073	Sale
11/1/2018	110,000	3.5362	Sale
11/2/2018	70,000	3.5404	Sale

Other than the foregoing, no transactions in the Common Stock have been effected by the Reporting Persons in the 60 days preceding October 31, 2018 and the 60 days preceding the date of this filing.

(d) Not applicable.

(e) On November 1, 2018 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock of the Issuer.

ITEM 7. Material to be Filed as Exhibits.

Exhibit 1 Joint Filing Agreement *

*Previously Filed

SIGNATURE

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

Dated: November 2, 2018

John H. Lewis

Osmium Partners, LLC

Osmium Capital, LP

Osmium Capital II, LP

Osmium Spartan, LP

Osmium Diamond, LP

By: /s/ John H. Lewis

John H. Lewis, for himself and as

Managing Member of Osmium

Partners, LLC, for itself and as

General Partner of Osmium

Capital, LP, Osmium Capital II,

LP, Osmium Spartan, LP and Osmium

Diamond, LP

EXHIBIT INDEX

Exhibit 1

Joint Filing Agreement*

*Previously Filed