SEC Form 4 · accession 0000899243-16-028915

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 prices reported in Column 4 are weighted average prices. These shares were acquired in multiple transactions at prices ranging from $1.63 to $1.65, inclusive. The Reporting Persons undertake 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"). The number of shares of common stock of Connecture, Inc. (the "Issuer"), having par value of $0.001 per share (the "Common Stock"), deliverable upon conversion of each share of Series A Convertible Preferred Stock, par value $0.001 per share (the "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. As of the date of this filing, FP IV holds 2,414,050 shares of Common Stock and 33,306 shares of Preferred Stock, which is convertible into 7,492,369 shares of Common Stock.
• F3These securities are directly held by Francisco Partners IV-A, L.P. ("FP IV-A"). As of the date of this filing, FP IV-A holds 1,209,972 shares of Common Stock and 16,694 shares of Preferred Stock, which is convertible into 3,755,408 shares of Common Stock.
• 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" and collectively with FP IV, FP IV-A and FP GP, "Francisco Partners").
• F5The Directors of FP GP Management are Mr. Dipanjan Deb and Mr. Tom Ludwig and the Investment Committee of FP GP Management consists of Mr. Deb, Mr. David Golob, Mr. Ezra Perlman, and Mr. Keith Geeslin (collectively, the "FP Directors").
• F6Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
• F7Each of such Francisco Partners entities and the FP Directors may be deemed to beneficially own the securities of the Issuer beneficially owned by FP IV and FP IV-A directly or indirectly controlled by it, but each (other than FP IV and FP IV-A to the extent of their direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
• F8The prices reported in Column 4 are weighted average prices. These shares were acquired in multiple transactions at prices ranging from $1.65 to $1.70, inclusive. The Reporting Persons undertake 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.