Filing Details

Accession Number:
0001062993-17-003661
Form Type:
13D Filing
Publication Date:
2017-08-10 16:45:27
Filed By:
Osmium Partners
Company:
Intersections Inc (NASDAQ:INTX)
Filing Date:
2017-08-10
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
John H. Lewis 3,479,280 3,479,280 14.57%
Osmium Partners 3,448,115 3,448,115 14.44%
Osmium Capital 1,629,701 1,629,701 6.83%
Osmium Capital II 826,792 826,792 3.46%
Osmium Spartan 460,812 460,812 1.93%
Osmium Diamond 530,810 530,810 2.22%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 2)*

INTERSECTIONS INC.
(Name of Issuer)

Common Stock, par value $0.01
(Title of Class of Securities)

460981301
(CUSIP Number)

Osmium Partners, LLC
300 Drakes Landing Road, Suite 172
Greenbrae, CA 94904
Attention: John H. Lewis
Telephone: (415) 785-4044
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 2017
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [   ].

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

CUSIP No. 460981301

1.

Names of Reporting Persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

John H. Lewis

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
  

United States

  5. Sole Voting Power
     
Number of   31,165
Shares 6. Shared Voting Power
Beneficially    
owned by   3,448,115
Each 7. Sole Dispositive Power
Reporting    
Person   31,165
With: 8. Shared Dispositive Power
     
    3,479,280
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
  

3,479,280

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
  

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
  

14.57%

12.

Type of Reporting Person (See Instructions)

   
  

IN


CUSIP No. 460981301

1.

Names of Reporting Persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Partners, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
  

Delaware

  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially     
owned by   3,448,115
Each 7. Sole Dispositive Power
Reporting     
Person   0
With: 8. Shared Dispositive Power
     
    3,448,115
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
  

3,448,115

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
  

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
  

14.44%

12.

Type of Reporting Person (See Instructions)

   
  

IA, OO


CUSIP No. 460981301

1.

Names of Reporting Persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Capital, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
  

Delaware

  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially     
owned by   1,629,701
Each 7. Sole Dispositive Power
Reporting     
Person   0
With: 8. Shared Dispositive Power
     
    1,629,701
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
  

1,629,701

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
  

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
  

6.83%

12.

Type of Reporting Person (See Instructions)

   
  

PN


CUSIP No. 460981301

1.

Names of Reporting Persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Capital II, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
  

Delaware

  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially    
owned by   826,792
Each 7. Sole Dispositive Power
Reporting     
Person   0
With: 8. Shared Dispositive Power
      
    826,792
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
  

826,792

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
  

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
  

3.46%

12.

Type of Reporting Person (See Instructions)

   
  

PN


CUSIP No. 460981301

1.

Names of Reporting Persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Spartan, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
  

Delaware

  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially     
owned by   460,812
Each 7. Sole Dispositive Power
Reporting     
Person   0
With: 8. Shared Dispositive Power
     
    460,812
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
  

460,812

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
  

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
  

1.93%

12.

Type of Reporting Person (See Instructions)

   
  

PN


CUSIP No. 460981301

1.

Names of Reporting Persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Diamond, LP

2.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [   ] (b) [X]

   
3.

SEC Use Only

   
   
4.

Citizenship or Place of Organization

   
  

Delaware

  5. Sole Voting Power
     
Number of   0
Shares 6. Shared Voting Power
Beneficially    
owned by   530,810
Each 7. Sole Dispositive Power
Reporting    
Person   0
With: 8. Shared Dispositive Power
     
    530,810
9.

Aggregate Amount Beneficially Owned by Each Reporting Person

   
  

530,810

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

   
  

[   ]

11.

Percent of Class Represented by Amount in Row (9)

   
  

2.22%

12.

Type of Reporting Person (See Instructions)

   
  

PN


EXPLANATORY NOTE

This Amendment No. 2 to Schedule 13D (Amendment No. 2) is being filed with respect to the beneficial ownership of the Reporting Persons in Intersections Inc. (Intersections or the Issuer). This Amendment No. 2 supplements the Schedule 13D as previously filed on February 15, 2015 (as amended, the Schedule 13D). Each Item below amends and supplements the information disclosed under the corresponding Item of Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meaning herein as are ascribed to such terms in Schedule 13D. Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported by the Reporting Persons in the Schedule 13D.

This Amendment No. 2 is being filed to report the resignation of Mr. Lewis from the board of directors of the Issuer effective on August 8, 2017.

ITEM 5. Interest in Securities of the Issuer

(a) The Reporting Persons beneficially own:

  (i)

Fund I directly owns 1,629,701 shares of Common Stock representing 6.83% of all of the outstanding shares of Common Stock of the Issuer.

     
  (ii)

Fund II directly owns 826,792 shares of Common Stock representing 3.46% of all of the outstanding shares of Common Stock of the Issuer.

     
  (iii)

Fund III directly owns 460,812 shares of Common Stock representing 1.93% of all of the outstanding shares of Common Stock of the Issuer.

     
  (iv)

Fund IV directly owns 530,810 shares of Common Stock representing 2.22% of all of the outstanding shares of Common Stock of the Issuer.

     
  (v)

Osmium Partners, as the general partner of each of the Funds, may be deemed to beneficially own the 3,448,115 shares of Common Stock held by them, representing 14.44% of all of the outstanding shares of Common Stock of the Issuer.

     
  (vi)

Mr. Lewis individually owns 31,165 shares of Common Stock representing 0.13% of all of the outstanding shares of Common Stock. Mr. Lewis may also be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Osmium Partners.

     
  (vii)

Collectively, the Reporting Persons beneficially own 3,479,280 shares of Common Stock representing 14.57% of all of the outstanding shares of Common Stock.

Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.

The percentages set forth in this response are based on the 23,873,853 shares of Common Stock outstanding as of May 5, 2017, as reported by the Issuer to Osmium Partners.

(b) Osmium Partners and Mr. Lewis may be deemed to share with Fund I, Fund II, Fund III and Fund IV (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 1,629,701 shares of Common Stock, 826,792 shares of Common Stock, 460,812 shares of Common Stock and 530,810 shares of Common Stock reported herein, respectively. Mr. Lewis, individually, has the power to vote or direct the vote of and to dispose or direct the disposition of the 31,165 shares of Common Stock reported herein as individually owned by him.

(c) The following Reporting Persons engaged in the following transactions with respect to the Issuers Common Stock during the 60 days preceding August 8, 2017 and the 60 days preceding the date of this filing:

John H. Lewis

    Number     Price        
    of     per        
Transaction Date   Shares     Share     Type of Transaction  
8/08/2017     3,750     0.00     RSU Vesting  
8/08/2017   10,000     0.00     RSU Vesting  

Other than the foregoing, no transactions in the Common Stock have been effected by the Reporting Persons in the 60 days preceding August 8, 2017 and the 60 days preceding the date of this filing.

(d) Not applicable.

(e) Not applicable.

ITEM 7. Material to be Filed as Exhibits.

Exhibit 1             Joint Filing Agreement *

*Previously Filed

SIGNATURE

            After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 10, 2017

 

John H. Lewis  
Osmium Partners, LLC  
Osmium Capital, LP  
Osmium Capital II, LP  
Osmium Spartan, LP  
Osmium Diamond, LP  
   
By: /s/ John H. Lewis                                                                                
John H. Lewis, for himself and as  
Managing Member of Osmium  
Partners, LLC, for itself and as  
General Partner of Osmium  
Capital, LP, Osmium Capital II,  
LP, Osmium Spartan, LP and Osmium  
Diamond, LP