SEC Form 4 · accession 0001140361-19-000910
INTERSECTIONS INC · INTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tracy Ward
Officer — Principal Accounting Officer
Period of report
Jan 11, 2019
Accepted (ET)
Jan 14, 2019 · 2:08 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| EMPLOYEE STOCK OPTION (RIGHT TO BUY)F1 | $2.09 | Jan 11, 2019 | D | 10,000 | D | — | Feb 19, 2028 | COMMON STOCK | 10,000 | 0 | D |
| RESTRICTED STOCK UNITF3,F2 | — | Jan 11, 2019 | D | 19,131 | D | — | — | COMMON STOCK | 19,131 | 0 | D |
| RESTRICTED STOCK UNITF3,F2 | — | Jan 11, 2019 | D | 3,750 | D | — | — | COMMON STOCK | 3,750 | 0 | D |
Explanation of responses
- F1Reflects disposition on January 11, 2019 pursuant to the terms of the Agreement and Plan of Merger by and among WC SACD One Parent, Inc., a Delaware corporation ("Parent"), WC SACD One Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent and the Issuer dated as of October 31, 2018 (as amended, the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each option (whether vested or unvested) to acquire shares of the common stock of the Issuer was cancelled in exchange for the right to receive an amount in cash equal to the excess of $3.68 over the exercise price of such option.
- F2Each 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.
- F3Reflects 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.