SEC Form 4 · accession 0000899243-18-010891

CONNECTURE INC · CNXR

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

Reporting owner

David A Jr/ky Jones

Director

Period of report

Apr 25, 2018

Accepted (ET)

Apr 27, 2018 · 5:09 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001211759

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Apr 25, 2018	J	57,696	$0.00	D	0	I	By David A. Jones, Jr. Revocable Trust
Common Stock^F1,F2	Apr 25, 2018	J	4,007,162	$0.00	D	0	I	By Chrysalis Ventures II L.P.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F1,F3,F2	—	Apr 25, 2018	J	2,000	D	May 2, 2016	—	Common Stock	585,160	0	I
Series B Convertible Preferred Stock^F1,F4,F2	—	Apr 25, 2018	J	1,000	D	Mar 10, 2017	—	Common Stock	618,170	0	I

Explanation of responses

F1On April 25, 2018, FP Healthcare Merger Sub Corporation ("Merger Sub") and FP Healthcare Holdings, Inc. ("Parent") completed its merger (the "Merger") with and into the Issuer, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 4, 2018, by and among Parent, Merger Sub and the Issuer. In connection with the completion of the Merger, each of Mr. Jones and Chrysalis Partners II L.P. ("CV II") contributed all of the shares of Common Stock and Preferred Stock, as applicable, held by him or it, as applicable, (the "Rollover Shares") to the Parent. At the effective time of the Merger, each of the Rollover Shares were canceled and ceased to exist and no consideration was paid in respect of such Rollover Shares.
F2These shares were held directly by CV II. Mr. Jones is a Managing Member of Chrysalis Partners II, LLC, the general partner of CV II. Mr. Jones disclaims beneficial ownership of the shares held by CV II, except to the extent of any pecuniary interest therein.
F3The Series A Convertible Preferred Stock was convertible into Common Stock at a rate equal to (i) the sum of (a) the original purchase price ($1,000 per share) plus (b) all accrued and unpaid dividends thereon up to but not including the conversion date, divided by (ii) the conversion price of the Common Stock at such time, which initially was $4.50 per share, subject to customary anti-dilution adjustments. As of April 25, 2018, the number of shares of Common Stock deliverable upon conversion of each share of Series A Convertible Preferred Stock was equal to approximately 292.58 shares. The Series A Preferred Stock was convertible at any time and had no expiration date.
F4The Series B Convertible Preferred Stock was convertible into Common Stock at a rate equal to (i) the sum of (a) the original purchase price ($1,000 per share) plus (b) all accrued and unpaid dividends thereon up to but not including the conversion date, divided by (ii) the conversion price of the Common Stock at such time, which initially was $1.91 per share, subject to customary anti-dilution adjustments. As of April 25, 2018, the number of shares of Common Stock deliverable upon conversion of each share of Series B Convertible Preferred Stock was equal to approximately 618.17 shares. The Series B Preferred Stock was convertible at any time and had no expiration date.