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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 3.1 | 01/11/2019 | D | 170,349 | (2) | 05/19/2019 | COMMON STOCK | 170,349 | $ 0.58 (2) | 0 | D | ||||
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 2.3 | 01/11/2019 | D | 379,000 | (2) | 06/14/2026 | COMMON STOCK | 379,000 | $ 1.38 (2) | 0 | D | ||||
EMPLOYEE STOCK OPTION (RIGHT TO BUY) | $ 2.1 | 01/11/2019 | D | 238,095 | (2) | 12/05/2022 | COMMON STOCK | 238,095 | $ 1.58 (2) | 0 | D | ||||
RESTRICTED STOCK UNIT | (3) | 01/11/2019 | D | 360,000 | (4) | (4) | COMMON STOCK | 360,000 | (4) | 0 | D | ||||
RESTRICTED STOCK UNIT | (3) | 01/11/2019 | D | 133,332 | (4) | (4) | COMMON STOCK | 133,332 | (4) | 0 | D | ||||
RESTRICTED STOCK UNIT | (3) | 01/11/2019 | D | 66,667 | (4) | (4) | COMMON STOCK | 66,667 | (4) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STANFIELD MICHAEL R C/O INTERSECTIONS INC. 3901 STONECROFT BOULEVARD CHANTILLY, VA 20151 |
President & Executive Chairman |
/s/ Todd E. Lenson, Attorney-In-Fact | 01/14/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | 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. |
(3) | 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. |
(4) | 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. |