SEC Form 4 · accession 0001140361-18-042217
INTERSECTIONS INC · INTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A McGough
Director
Period of report
Oct 31, 2018
Accepted (ET)
Nov 2, 2018 · 8:17 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001095277
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Senior Secured Convertible NoteF1,F2,F3 | $2.27 | Oct 31, 2018 | A | 440,528 | A | — | — | Common Stock | 440,528 | 440,528 | D |
Explanation of responses
- F1On October 31, 2018, Intersections Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with WC SACD One Parent, Inc., a Delaware corporation ("Parent"), and WC SACD One Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement, (i) Merger Sub is to commence a tender offer (the "Offer") to purchase any and all of the outstanding shares of Common Stock and (ii) following consummation of the Offer, Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger").
- F2On October 31, 2018, the Issuer also entered into a Note Purchase and Exchange Agreement (the "Note Purchase Agreement") with certain investors, including the reporting person. Pursuant to the Note Purchase Agreement, on the date of execution of the Note Purchase Agreement, the reporting person exchanged certain unsecured convertible notes previously issued by the Issuer in the aggregate principal amount of $1,000,000 for $1,000,000 in aggregate principal amount of senior secured convertible notes of the Issuer (the "Notes").
- F3The Notes will automatically convert immediately prior to the effective time of the Merger, or immediately prior to (but subject to) the consummation of certain alternative transactions, into shares of Common Stock or, in certain circumstances, into shares of preferred stock of the Issuer, which will also be convertible into shares of Common Stock. Subject to the terms and conditions of the Note Purchase Agreement, the Notes are convertible into Common Stock at a conversion price of $2.27 per share (subject to adjustment as provided in the Merger Agreement). Upon conversion of its Notes, the reporting person will be issued 440,528 shares of Common Stock.