Edgar Filing: WC SACD One Parent, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WC SACD One Parent, Inc.

2. Issuer Name and Ticker or Trading Symbol
INTERSECTIONS INC [INTX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See footnote (1)

(Last)

(First)

(Middle)

C/O ISUBSCRIBED INC., 15 NETWORK DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2019

(Street)

BURLINGTON, MA 01803

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	01/07/2019		P		13,435,388 ⁽²⁾	A	$ 3.68	13,435,388	I ⁽¹⁾	See Footnote ⁽¹⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WC SACD One Parent, Inc. C/O ISUBSCRIBED INC. 15 NETWORK DRIVE BURLINGTON, MA 01803		X		See footnote (1)
WndrCo Holdings, LLC C/O WNDRCO, LLC 9355 WILSHIRE BOULEVARD, SUITE 400 BEVERLY HILLS, CA 90210		X
WC SACD One Merger Sub, Inc. C/O ISUBSCRIBED INC. 15 NETWORK DRIVE BURLINGTON, MA 01803		X
WC SACD One, Inc. C/O ISUBSCRIBED INC. 15 NETWORK DRIVE BURLINGTON, MA 01803		X

Signatures

See Exhibit 99.1 for Signatures		01/09/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	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.

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