SEC Form 4 · accession 0001140361-19-000905
INTERSECTIONS INC · INTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David A McGough
Director
Period of report
Jan 11, 2019
Accepted (ET)
Jan 14, 2019 · 2:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001095277
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| COMMON STOCKF1,F2 | Jan 11, 2019 | M | 441,337 | $3.68 | A | 800,808 | D | |
| COMMON STOCKF3 | Jan 11, 2019 | J | 800,000 | $3.68 | D | 808 | D | |
| COMMON STOCKF4 | Jan 11, 2019 | U | 808 | $3.68 | D | 0 | D |
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 | $2.27 | Jan 11, 2019 | M | 441,337 | D | — | — | COMMON STOCK | 441,337 | 0 | D |
| RESTRICTED STOCK UNITF6,F5 | — | Jan 11, 2019 | D | 20,000 | D | — | — | COMMON STOCK | 20,000 | 0 | D |
| RESTRICTED STOCK UNITF6,F5 | — | Jan 11, 2019 | D | 7,500 | D | — | — | COMMON STOCK | 7,500 | 0 | D |
| RESTRICTED STOCK UNITF6,F5 | — | Jan 11, 2019 | D | 2,500 | D | — | — | COMMON STOCK | 2,500 | 0 | D |
| RESTRICTED STOCK UNITF6,F5 | — | Jan 11, 2019 | D | 1,250 | D | — | — | COMMON STOCK | 1,250 | 0 | D |
Explanation of responses
- F1On October 31, 2018, the Issuer entered into an Agreement and Plan of Merger (as amended, 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, on January 11, 2019, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). On 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.
- F2Pursuant 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"). On January 11, 2019, the Notes automatically converted immediately prior to the effective time of the Merger into shares of common stock of the Issuer at a conversion price of $2.27 per share (subject to adjustment as provided in the Merger Agreement). Upon conversion, the reporting person was issued 441,337 shares of common stock.
- F3Represents shares of common stock of the Issuer that were contributed and assigned to WC SACD One, Inc., a Delaware corporation and the direct parent of Parent ("Newco") in exchange for equity interests in Newco, pursuant to the terms and conditions of a Contribution and Assignment Agreement, dated as of October 31, 2018 (the "Rollover Agreement"), by and between the reporting person and Newco. Such shares were contributed and assigned to Newco on January 11, 2019.
- F4Represents shares of common stock of the Issuer that were cancelled and converted into the right to receive an amount equal to the Offer Price (as defined in the Offer (as defined below)), in cash, without interest, subject to any withholding of taxes required by applicable law (the "Cancelled Shares"), upon the terms and subject to the conditions set forth in the Merger Agreement and the Offer to Purchase, filed with the SEC on November 29, 2018, as amended (the "Offer"). The Cancelled Shares were cancelled on January 11, 2019, at the effective time of the Merger.
- F5Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock or, at the Issuer's option, cash or a combination of the two.
- F6Reflects disposition on January 11, 2019 pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, each restricted stock unit (including restricted stock units that became fully vested pursuant to the Merger Agreement) was cancelled and converted automatically into the right to receive $3.68 in cash.