SEC Form 4 · accession 0000899243-18-010893
CONNECTURE INC · CNXR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 25, 2018
Accepted (ET)
Apr 27, 2018 · 5:10 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 StockF1,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 StockF1,F3,F2 | — | Apr 25, 2018 | J | 2,000 | D | May 2, 2016 | — | Common Stock | 585,160 | 0 | I |
| Series B Convertible Preferred StockF1,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, Chrysalis Partners II L.P. ("CV II") contributed all of the shares of Common Stock and Preferred Stock held by it (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. Chrysalis Partners II, LLC, the general partner of CV II, 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.