CHRYSALIS VENTURES II LP 4
4 · CONNECTURE INC · Filed Apr 27, 2018
Insider Transaction Report
Form 4
CONNECTURE INCCNXR
Chrysalis Partners II, LLC
10% Owner
Transactions
- Other
Common Stock
2018-04-25−4,007,162→ 0 total(indirect: By Chrysalis Ventures II L.P.) - Other
Series A Convertible Preferred Stock
2018-04-25−2,000→ 0 total(indirect: By Chrysalis Ventures II L.P.)From: 2016-05-02→ Common Stock (585,160 underlying) - Other
Series B Convertible Preferred Stock
2018-04-25−1,000→ 0 total(indirect: By Chrysalis Ventures II L.P.)From: 2017-03-10→ Common Stock (618,170 underlying)
Footnotes (4)
- [F1]On April 25, 2018, FP Healthcare Merger Sub Corporation ("Merger Sub") and FP Healthcare Holdings, Inc. ("Parent") completed its merger (the "Merger") with and into the Issuer, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 4, 2018, by and among Parent, Merger Sub and the Issuer. In connection with the completion of the Merger, Chrysalis Partners II L.P. ("CV II") contributed all of the shares of Common Stock and Preferred Stock held by it (the "Rollover Shares") to the Parent. At the effective time of the Merger, each of the Rollover Shares were canceled and ceased to exist and no consideration was paid in respect of such Rollover Shares.
- [F2]These shares were held directly by CV II. Chrysalis Partners II, LLC, the general partner of CV II, disclaims beneficial ownership of the shares held by CV II, except to the extent of any pecuniary interest therein.
- [F3]The Series A Convertible Preferred Stock was convertible into Common Stock at a rate equal to (i) the sum of (a) the original purchase price ($1,000 per share) plus (b) all accrued and unpaid dividends thereon up to but not including the conversion date, divided by (ii) the conversion price of the Common Stock at such time, which initially was $4.50 per share, subject to customary anti-dilution adjustments. As of April 25, 2018, the number of shares of Common Stock deliverable upon conversion of each share of Series A Convertible Preferred Stock was equal to approximately 292.58 shares. The Series A Preferred Stock was convertible at any time and had no expiration date.
- [F4]The Series B Convertible Preferred Stock was convertible into Common Stock at a rate equal to (i) the sum of (a) the original purchase price ($1,000 per share) plus (b) all accrued and unpaid dividends thereon up to but not including the conversion date, divided by (ii) the conversion price of the Common Stock at such time, which initially was $1.91 per share, subject to customary anti-dilution adjustments. As of April 25, 2018, the number of shares of Common Stock deliverable upon conversion of each share of Series B Convertible Preferred Stock was equal to approximately 618.17 shares. The Series B Preferred Stock was convertible at any time and had no expiration date.