Statement of Changes in Beneficial Ownership (4)
January 14 2019 - 2:02PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Berlin Duane L
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2. Issuer Name
and
Ticker or Trading Symbol
INTERSECTIONS INC
[
INTX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Legal Officer
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(Last)
(First)
(Middle)
C/O INTERSECTIONS INC., 3901 STONECROFT BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/11/2019
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(Street)
CHANTILLY, VA 20151
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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RESTRICTED STOCK UNIT
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(1)
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1/11/2019
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D
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60000
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(2)
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(2)
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COMMON STOCK
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60000
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(2)
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0
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D
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RESTRICTED STOCK UNIT
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(1)
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1/11/2019
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D
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52500
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(2)
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(2)
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COMMON STOCK
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52500
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(2)
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0
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D
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Explanation of Responses:
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(1)
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Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock or, at the Issuer's option, cash or a combination of the two.
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(2)
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Reflects disposition on January 11, 2019 pursuant to the terms of the Agreement and Plan of Merger by and among WC SACD One Parent, Inc., a Delaware corporation ("Parent"), WC SACD One Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent and the Issuer dated as of October 31, 2018 (as amended, the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each restricted stock unit (including restricted stock units that became fully vested pursuant to the Merger Agreement) was cancelled and converted automatically into the right to receive $3.68 in cash.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Berlin Duane L
C/O INTERSECTIONS INC.
3901 STONECROFT BOULEVARD
CHANTILLY, VA 20151
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Chief Legal Officer
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Signatures
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/s/ Todd E. Lenson, Attorney-In-Fact
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1/14/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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