SEC Form 4 · accession 0000899243-16-028912

CONNECTURE INC · CNXR

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $1.63 to $1.65, inclusive. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares purchased or sold at each separate price.
• F2These securities are directly held by Francisco Partners IV, L.P. ("FP IV") and Francisco Partners IV-A, L.P. ("FP IV-A"). As of the date of this filing, FP IV holds 2,414,050 shares of common stock of Connecture, Inc. (the "Issuer"), having a par value of $0.001 per share (the "Common Stock"), and FP IV-A holds 1,209,972 shares of Common Stock.
• F3As of the date of this filing, FP IV holds 33,306 shares of Series A Convertible Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of the Issuer, and FP IV-A holds 16,694 shares of Preferred Stock. The number of shares of Common Stock deliverable upon conversion of each share of Preferred Stock is equal to approximately 224.9556 shares, subject to customary anti-dilution adjustments, paid-in-kind dividends through June 30, 2016 and other adjustments. The Preferred Stock is convertible at any time and has no expiration date. The Issuer may mandatorily convert the Preferred Stock into Common Stock after May 2, 2018, if certain conditions are met.
• F4The general partner of both FP IV and FP IV-A is Francisco Partners GP IV, L.P. ("FP GP"). The general partner of FP GP is Francisco Partners GP IV Management Limited ("FP GP Management"). Mr. Perlman, an officer of an affiliate of Francisco Partners Management, L.P. ("Francisco Partners"), is a member of the board of directors of the Issuer. FP IV, FP IV-A, FP GP and FP GP Management are affiliates of Francisco Partners and have each filed a separate Form 4 reporting the acquisition of securities of the Issuer that each may be deemed to beneficially own. Mr. Perlman disclaims beneficial ownership of any securities of the Issuer that may be deemed to be beneficially owned by affiliates of Francisco Partners, including FP IV, FP IV-A, FP GP and FP GP Management, except to the extent of his pecuniary interest therein.
• F5The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $1.65 to $1.70, inclusive. The Reporting Person undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares purchased or sold at each separate price.