SEC Form 4 · accession 0000899243-18-010894
CONNECTURE INC · CNXR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
FRANCISCO PARTNERS IV, L.P.
10% Owner
FRANCISCO PARTNERS IV-A, L.P.
10% Owner
Francisco Partners GP IV, L.P.
10% Owner
Period of report
Apr 25, 2018
Accepted (ET)
Apr 27, 2018 · 5:11 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,F3,F4 | Apr 25, 2018 | J | 3,624,022 | $0.00 | D | 0 | I | See Footnotes |
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 StockF6,F2,F3,F4,F5 | — | Apr 25, 2018 | J | 50,000 | D | — | — | Common Stock | 14,629,115 | 0 | I |
| Series B Convertible Preferred StockF8,F2,F3,F4,F7 | — | Apr 25, 2018 | J | 16,500 | D | — | — | Common Stock | 10,199,839 | 0 | I |
Explanation of responses
- F1Consists of 2,414,050 shares of common stock, par value $0.001 per share ("Common Stock") of Connecture, Inc. (the "Issuer") directly held by Francisco Partners IV, L.P. ("FP IV") and 1,209,972 shares of Common Stock directly held by Francisco Partners IV-A, L.P. ("FP IV-A").
- F2On 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, FP IV and FP IV-A (together, the "FP Investors") contributed all of the shares of Common Stock and Preferred Stock held by the FP Investors (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.
- F3The 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"). The 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"). Information 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.
- F4Each 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.
- F5The 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.
- F6Consists of 33,306 shares of Series A Preferred Stock directly held by FP IV and 16,694 shares of Series A Preferred Stock directly held by FP IV-A.
- F7The 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.
- F8Consists of 10,991 shares of Series B Preferred Stock directly held by FP IV and 5,509 shares of Series B Preferred Stock directly held by FP IV-A.