|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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 | 01/09/2019 | |
| **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) | Represents shares of common stock, par value $0.01 per share, of Intersections Inc. (the "Issuer") that were tendered into a tender offer commenced by WC SACD One Merger Sub, Inc., a Delaware corporation ("Merger Sub"), pursuant to Merger Sub's offer to purchase for cash all of the outstanding shares of common stock of the Issuer at a purchase price of $3.68 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase, filed with the Securities and Exchange Commission on November 29, 2018, as amended (the "Offer"). Such shares were tendered pursuant to the terms and conditions of a tender and support agreement, dated as of October 31, 2018, by and between Michael Stanfield and WC SACD One Parent, Inc., the direct parent of Merger Sub. Such shares were accepted by Merger Sub pursuant to the Offer on January 7, 2019. |
| (2) | Includes 82,500 shares of common stock of the Issuer formerly held in the name of the reporting person's spouse which have been transferred to the direct ownership of the reporting person. |
| (3) | Represents shares of common stock of the Issuer held by Stanfield Family Investments LLC, a Virginia limited liability company, of which the reporting person is the Managing Member. The reporting person and his spouse are the owners of a 55% interest in Stanfield Family Investments LLC, with the remaining 45% interest owned by trusts for the benefit of the reporting person's children. The reporting person disclaims beneficial ownership of all securities held by Stanfield Family Investments LLC except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |