13D Filing: Loeb Holding Corp and Intersections Inc (INTX)

Explanatory Note:  This filing constitutes Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on November 25, 2015 by Loeb Holding Corp. and Thomas L. Kempner.  Except as described herein, the information contained in the Schedule 13D has not been updated or amended.  Capitalized terms used but not defined herein have the meanings ascribed thereto in the Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

Item 5 is amended and restated in its entirety as follows:

(a)–(b)

The aggregate percentage of Common Stock reported by each person named herein is based upon 23,226,128 shares of Common Stock issued and outstanding, which is the sum of (1) 20,206,128 shares of Common Stock as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the SEC on November 16, 2015, (2) 3,000,000 shares of Common Stock issued and sold by the Issuer in the Offering subsequent to November 16, 2015, as reported by the Issuer on Current Reports on Form 8-K, and (3) 20,000 shares of Common Stock which Mr. Kempner has, or will within 60 days of January 1, 2016 have, the right to acquire upon the exercise of stock options which are fully vested, the vesting of RSUs or otherwise.

The Reporting Persons may be deemed to beneficially own an aggregate of 9,730,640 shares of Common Stock (the “Shares“).

The Shares beneficially owned by the Reporting Persons represent an aggregate of approximately 41.9% of the outstanding shares of Common Stock.

9,680,541 shares of Common Stock are beneficially owned directly by LHC.  21,000 shares of Common Stock are beneficially owned by Thomas L. Kempner. 20,000 shares of Common Stock are issuable to Mr. Kempner within 60 days of January 1, 2016 upon the exercise of stock options which are fully vested, the vesting of RSUs or otherwise. Mr. Kempner’s spouse owns 9,099 shares of which he disclaims beneficial ownership, except to the extent of his pecuniary interest. Mr. Kempner is the beneficial owner of 51% of the voting stock of Loeb Holding Corporation and disclaims beneficial ownership of shares of Common Stock held by LHC, except to the extent of his pecuniary interest.

By reason of these relationships, each Reporting Person may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of the Shares beneficially owned by such Reporting Person as indicated above.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of the Common Shares referred to herein (other than those shares identified as directly held thereby) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a “group.”

(c)

Except as set forth herein, none of the Reporting Persons have engaged in any transactions with respect to the Issuer’s Common Stock during the past sixty days.

(d)

Not applicable.

(e)

Not applicable.