Filing Details

Accession Number:
0000899243-19-001238
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-01-15 18:20:23
Reporting Period:
2019-01-11
Accepted Time:
2019-01-15 18:20:23
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
1180524 I Kenneth Chenault C/o General Catalyst Partners
20 University Road, 4Th Floor
Cambridge MA 02138
No No Yes No
1337122 E Joel Cutler C/o General Catalyst Partners
20 University Road, 4Th Floor
Cambridge MA 02138
No No Yes No
1337220 P David Fialkow C/o General Catalyst Partners
20 University Road, 4Th Floor
Cambridge MA 02138
No No Yes No
1545563 Hemant Taneja C/o General Catalyst Partners
20 University Road, 4Th Floor
Cambridge MA 02138
No No Yes No
1637946 General Catalyst Group Management, Llc C/o General Catalyst Partners
20 University Road, 4Th Floor
Cambridge MA 02138
No No Yes No
1732034 General Catalyst Partners Ix, L.p. C/o General Catalyst Partners
20 University Road, 4Th Floor
Cambridge MA 02138
No No Yes No
1732035 General Catalyst Gp Ix, Llc C/o General Catalyst Partners
20 University Road, 4Th Floor
Cambridge MA 02138
No No Yes No
1732036 General Catalyst Group Ix, L.p. C/o General Catalyst Partners
20 University Road, 4Th Floor
Cambridge MA 02138
No No Yes No
1732039 Gc Entrepreneurs Fund Ix, L.p. C/o General Catalyst Partners
20 University Road, 4Th Floor
Cambridge MA 02138
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 Acquisiton 2019-01-11 13,240,089 $2.27 13,240,089 No 4 J Indirect See Footnotes
Common Stock Acquisiton 2019-01-11 11,103,640 $0.00 24,343,729 No 4 J Indirect See Footnotes
Common Stock Acquisiton 2019-01-11 13,443,400 $3.38 37,787,129 No 4 P Indirect See Footnotes
Common Stock Disposition 2019-01-11 37,787,129 $0.00 0 No 4 J Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Indirect See Footnotes
No 4 J Indirect See Footnotes
No 4 P Indirect See Footnotes
No 4 J Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Senior Convertible Note Disposition 2019-01-11 30,055,000 $0.00 13,240,089 $2.27
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2021-10-31 No 4 J Indirect
Footnotes
  1. This statement on Form 4 is being jointly filed by General Catalyst Group IX, L.P., a Delaware limited partnership ("GC IX"), GC Entrepreneurs Fund IX, L.P., a Delaware limited partnership (together with GC IX, the "GC Funds"), General Catalyst Partners IX, L.P., a Delaware limited partnership, General Catalyst GP IX, LLC, a Delaware limited liability company, General Catalyst Group Management, LLC, a Delaware limited liability company, Kenneth I. Chenault, Joel E. Cutler, David P. Fialkow and Hemant Taneja (collectively, the "Reporting Persons"), and relates to the common stock, par value $0.01 per share ("Common Stock"), of Intersections Inc., a Delaware corporation (the "Company"). The GC Funds are stockholders of a joint venture, WC SACD One, Inc., a Delaware corporation ("WC SACD"). WC SACD One Parent, Inc., a Delaware corporation ("Parent"), is a direct wholly-owned subsidiary of WC SACD.
  2. (Continued from Footnote 1) Prior to the Merger (as defined below), WC SACD One Merger Sub, Inc., a Delaware corporation ("Merger Sub"), was a direct wholly-owned subsidiary of Parent.
  3. On January 11, 2019, Parent completed its acquisition of the Company pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 31, 2018, as amended (the "Merger Agreement"), by and among Parent, Merger Sub and the Company, wherein Merger Sub merged with and into the Company, with the Company surviving as an indirect wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, Merger Sub conducted a tender offer (the "Offer") for all issued and outstanding shares of Common Stock (other than certain shares that certain stockholders agreed to roll over 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. On January 7, 2019, Merger Sub accepted for payment all shares validly tendered and not withdrawn in the Offer.
  4. On January 11, 2019, immediately prior to the effective time of the Merger, the outstanding principal balance of the senior convertible note held by Parent (the "Parent Note"), together with all accrued and unpaid interest thereon, automatically converted in accordance with its terms into shares of Common Stock, at a conversion price equal to $2.27 per share. The terms of the Parent Note, which was purchased by Parent in an aggregate principal amount of $30,000,000 on October 31, 2018, provided that it would convert into shares of Common Stock or the Company's 6.0% Series A Preferred Stock, par value $0.01 per share, as applicable, pursuant to the terms of the Note Purchase and Exchange Agreement, dated as of October 31, 2018, by and among the Company, Parent and the other noteholders.
  5. As of January 11, 2019, the Parent Note had $30,000,000 in outstanding principal balance and had accrued $55,000 in unpaid interest, for a total of $30,055,000. At a conversion price of $2.27 per share, the Parent Note was converted into 13,240,089 shares of Common Stock in accordance with the terms of the Parent Note (the "Note Conversion Shares").
  6. Represents shares of Common Stock that were contributed and assigned, immediately prior to the effective time of the Merger, to WC SACD (the "Rollover Shares"), in exchange for equity interests in WC SACD, pursuant to the terms and conditions of those certain Contribution and Assignment Agreements, dated as of October 31, 2018, by and between WC SACD, on the one hand, and each of Loeb Holding Corporation, Michael Stanfield, Stanfield Family Investments LLC and David McGough, on the other hand.
  7. Immediately following the contribution and assignment of the Rollover Shares to WC SACD and prior to the effective time of the Merger, WC SACD contributed and assigned the Rollover Shares to Parent. As such, Parent became the direct beneficial owner of the Rollover Shares.
  8. Represents (i) 13,435,388 shares of Common Stock owned directly by Merger Sub (which such shares were purchased by Merger Sub on January 7, 2019 in connection with the closing of the Offer) and (ii) 8,012 shares of Common Stock that were validly delivered pursuant to notice of guaranteed delivery procedures and purchased by Merger Sub upon closing of the Offer on January 11, 2019 (the "Tender Offer Shares").
  9. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, all issued and outstanding shares of Common Stock held by Parent and Merger Sub were automatically cancelled in the Merger for no consideration.
  10. Because of the relationship among the Reporting Persons, WC SACD, Parent and Merger Sub, each of the Reporting Persons may be deemed to indirectly beneficially own shares of Common Stock beneficially owned by Parent and Merger Sub. Each of the Reporting Persons disclaims beneficial ownership of the securities reported on this Form 4, except to the extent of its or his pecuniary interest therein, and the reporting of such securities on this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner thereof for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.