Statement of Changes in Beneficial Ownership (4)
14 Janvier 2019 - 8:12PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
STANFIELD MICHAEL R
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2. Issuer Name
and
Ticker or Trading Symbol
INTERSECTIONS INC
[
INTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & Executive Chairman
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(Last)
(First)
(Middle)
C/O INTERSECTIONS INC., 3901 STONECROFT BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/11/2019
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(Street)
CHANTILLY, VA 20151
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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COMMON STOCK
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1/11/2019
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J
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922154
(1)
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D
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$3.68
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0
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D
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COMMON STOCK
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1/11/2019
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J
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577846
(1)
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D
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$3.68
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0
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I
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By Stanfield Family Investments LLC
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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EMPLOYEE STOCK OPTION (RIGHT TO BUY)
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$3.1
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1/11/2019
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D
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170349
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(2)
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5/19/2019
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COMMON STOCK
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170349
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$0.58
(2)
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0
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D
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EMPLOYEE STOCK OPTION (RIGHT TO BUY)
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$2.3
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1/11/2019
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D
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379000
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(2)
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6/14/2026
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COMMON STOCK
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379000
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$1.38
(2)
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0
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D
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EMPLOYEE STOCK OPTION (RIGHT TO BUY)
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$2.1
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1/11/2019
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D
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238095
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(2)
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12/5/2022
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COMMON STOCK
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238095
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$1.58
(2)
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0
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D
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RESTRICTED STOCK UNIT
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(3)
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1/11/2019
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D
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360000
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(4)
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(4)
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COMMON STOCK
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360000
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(4)
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0
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D
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RESTRICTED STOCK UNIT
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(3)
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1/11/2019
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D
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133332
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(4)
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(4)
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COMMON STOCK
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133332
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(4)
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0
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D
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RESTRICTED STOCK UNIT
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(3)
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1/11/2019
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D
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66667
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(4)
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(4)
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COMMON STOCK
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66667
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(4)
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0
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D
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Explanation of Responses:
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(1)
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On October 31, 2018, the Issuer entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") with WC SACD One Parent, Inc., a Delaware corporation ("Parent"), and WC SACD One Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Subject to the terms and conditions of the Merger Agreement, on January 11, 2019, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Merger"). Represents shares of common stock of the Issuer that were contributed and assigned to WC SACD One, Inc., a Delaware corporation and the direct parent of Parent ("Newco"), in exchange for equity interests in Newco, pursuant to the terms and conditions of a Contribution and Assignment Agreement, dated as of October 31, 2018 (the "Rollover Agreement"), by and between the reporting person and Newco. Such shares were contributed and assigned to Newco on January 11, 2019.
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(2)
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Reflects disposition on January 11, 2019 pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, each option (whether vested or unvested) to acquire shares of the common stock of the Issuer was cancelled in exchange for the right to receive an amount in cash equal to the excess of $3.68 over the exercise price of such option.
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(3)
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Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock or, at the Issuer's option, cash or a combination of the two.
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(4)
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Reflects disposition on January 11, 2019 pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, each restricted stock unit (including restricted stock units that became fully vested pursuant to the Merger Agreement) was cancelled and converted automatically into the right to receive $3.68 in cash.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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STANFIELD MICHAEL R
C/O INTERSECTIONS INC.
3901 STONECROFT BOULEVARD
CHANTILLY, VA 20151
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X
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President & Executive Chairman
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Signatures
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/s/ Todd E. Lenson, Attorney-In-Fact
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1/14/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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