Filing Details

Accession Number:
0000899243-19-000876
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-01-09 19:04:21
Reporting Period:
2019-01-07
Accepted Time:
2019-01-09 19:04:21
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1095277 Intersections Inc INTX Services-Computer Processing & Data Preparation (7374) 541956515
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1757665 Wndrco Holdings, Llc C/o Wndrco, Llc
9355 Wilshire Boulevard, Suite 400
Beverly Hills CA 90210
No No Yes No
1757752 Wc Sacd One, Inc. C/o Isubscribed Inc.
15 Network Drive
Burlington MA 01803
No No Yes No
1757753 Wc Sacd One Parent, Inc. C/o Isubscribed Inc.
15 Network Drive
Burlington MA 01803
No No Yes Yes
1757754 Wc Sacd One Merger Sub, Inc. C/o Isubscribed Inc.
15 Network Drive
Burlington MA 01803
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.01 Per Share Acquisiton 2019-01-07 13,435,388 $3.68 13,435,388 No 4 P Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Footnote
Footnotes
  1. This Form 4 is being filed jointly by WC SACD One Parent, Inc. ("Parent"), WC SACD One Merger Sub, Inc. ("Merger Sub"), WC SADC One, Inc. ("WC SACD"), and WndrCo Holdings, LLC ("WndrCo", and collectively with Parent, Merger Sub, and WC SACD, the "Reporting Persons"). Merger Sub is a direct wholly-owned subsidiary of Parent. Parent is a direct wholly-owned subsidiary of WC SACD. WC SACD is a joint venture, whose stockholders include WndrCo.
  2. Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 31, 2018, as amended (the "Merger Agreement"), by and among, Parent, Merger Sub and Intersections Inc. (the "Company"), Merger Sub conducted a tender offer (the "Offer") for all issued and outstanding shares of common stock, par value $0.01 per share ("Common Stock") of the Company (other than certain shares which certain stockholders agreed to rollover in the transaction), at a price of $3.68 per share, in cash, without interest and less any applicable withholding taxes. The Offer expired on January 4, 2019 at 5 p.m. New York City time, at which time approximately 13,435,388 shares of Common Stock were validly tendered and not validly withdrawn (excluding shares with respect to which notices of guaranteed delivery were delivered). On January 7, 2019, Merger Sub accepted for payment all shares validly tendered and not withdrawn in the Offer.
  3. Merger Sub is the direct beneficial owner of these shares of Common Stock of the Company. Because of the relationship of WndrCo, WC SACD, and Parent to Merger Sub, each of WndrCo, WC SACD and Parent may be deemed to indirectly beneficially own the shares of Common Stock of the Company beneficially owned by Merger Sub. Each of WndrCo, WC SACD and Parent disclaims beneficial ownership of such shares of Common Stock except to the extent of their pecuniary interest therein, and the inclusion of such shares in this Form 4 shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.