SEC Form 4 · accession 0001140361-19-000642

INTERSECTIONS INC · INTX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Represents shares of common stock, par value $0.01 per share, of Intersections Inc. (the "Issuer") that were tendered into a tender offer commenced by WC SACD One Merger Sub, Inc., a Delaware corporation ("Merger Sub"), pursuant to Merger Sub's offer to purchase for cash all of the outstanding shares of common stock of the Issuer at a purchase price of $3.68 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, filed with the Securities and Exchange Commission on November 29, 2018, as amended (the "Offer"). Such shares were tendered pursuant to the terms and conditions of a tender and support agreement, dated as of October 31, 2018, by and between Michael Stanfield and WC SACD One Parent, Inc., the direct parent of Merger Sub. Such shares were accepted by Merger Sub pursuant to the Offer on January 7, 2019.
• F2Includes 82,500 shares of common stock of the Issuer formerly held in the name of the reporting person's spouse which have been transferred to the direct ownership of the reporting person.
• F3Represents shares of common stock of the Issuer held by Stanfield Family Investments LLC, a Virginia limited liability company, of which the reporting person is the Managing Member. The reporting person and his spouse are the owners of a 55% interest in Stanfield Family Investments LLC, with the remaining 45% interest owned by trusts for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of all securities held by Stanfield Family Investments LLC except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.