SEC Form 4 · accession 0001140361-19-000913

INTERSECTIONS INC · INTX

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

Reporting owner

Michael R Stanfield

Officer — President & Executive Chairman · Director

Period of report

Jan 11, 2019

Accepted (ET)

Jan 14, 2019 · 2:11 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 STOCK^F1	Jan 11, 2019	J	922,154	$3.68	D	0	D
COMMON STOCK^F1	Jan 11, 2019	J	577,846	$3.68	D	0	I	By Stanfield Family Investments LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
EMPLOYEE STOCK OPTION (RIGHT TO BUY)^F2	$3.10	Jan 11, 2019	D	170,349	D	—	May 19, 2019	COMMON STOCK	170,349	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)^F2	$2.30	Jan 11, 2019	D	379,000	D	—	Jun 14, 2026	COMMON STOCK	379,000	D
EMPLOYEE STOCK OPTION (RIGHT TO BUY)^F2	$2.10	Jan 11, 2019	D	238,095	D	—	Dec 5, 2022	COMMON STOCK	238,095	D
RESTRICTED STOCK UNIT^F4,F3	—	Jan 11, 2019	D	360,000	D	—	—	COMMON STOCK	360,000	D
RESTRICTED STOCK UNIT^F4,F3	—	Jan 11, 2019	D	133,332	D	—	—	COMMON STOCK	133,332	D
RESTRICTED STOCK UNIT^F4,F3	—	Jan 11, 2019	D	66,667	D	—	—	COMMON STOCK	66,667	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"). Represents 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.
F2Reflects disposition on January 11, 2019 pursuant to the terms of 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.
F3Each 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.
F4Reflects 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.