3//SEC Filing
General Catalyst Group IX, L.P. 3
Accession 0000899243-18-028801
CIK 0001095277other
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 6:35 PM ET
Size
28.4 KB
Accession
0000899243-18-028801
Insider Transaction Report
Form 3
Holdings
- (indirect: See Footnote.)
Senior Secured Convertible Note
Exp: 2021-10-31→ See Footnote. (5,354,947 underlying)
CHENAULT KENNETH I
10% Owner
Holdings
- (indirect: See Footnote.)
Senior Secured Convertible Note
Exp: 2021-10-31→ See Footnote. (5,354,947 underlying)
Cutler Joel E
10% Owner
Holdings
- (indirect: See Footnote.)
Senior Secured Convertible Note
Exp: 2021-10-31→ See Footnote. (5,354,947 underlying)
General Catalyst Group IX, L.P.
10% Owner
Holdings
- (indirect: See Footnote.)
Senior Secured Convertible Note
Exp: 2021-10-31→ See Footnote. (5,354,947 underlying)
GC Entrepreneurs Fund IX, L.P.
10% Owner
Holdings
- (indirect: See Footnote.)
Senior Secured Convertible Note
Exp: 2021-10-31→ See Footnote. (5,354,947 underlying)
General Catalyst Partners IX, L.P.
10% Owner
Holdings
- (indirect: See Footnote.)
Senior Secured Convertible Note
Exp: 2021-10-31→ See Footnote. (5,354,947 underlying)
Taneja Hemant
10% Owner
Holdings
- (indirect: See Footnote.)
Senior Secured Convertible Note
Exp: 2021-10-31→ See Footnote. (5,354,947 underlying)
General Catalyst GP IX, LLC
10% Owner
Holdings
- (indirect: See Footnote.)
Senior Secured Convertible Note
Exp: 2021-10-31→ See Footnote. (5,354,947 underlying)
Fialkow David P
10% Owner
Holdings
- (indirect: See Footnote.)
Senior Secured Convertible Note
Exp: 2021-10-31→ See Footnote. (5,354,947 underlying)
Footnotes (5)
- [F1]This statement on Form 3 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"). On October 31, 2018, each of the GC Funds, iSubscribed Inc. and WndrCo Holdings, LLC, indirectly through a newly formed joint venture, purchased equity interests in WC SACD One Parent, Inc. ("Parent"), the proceeds of which were used by Parent to purchase a $30,000,000 aggregate principal amount Senior Secured Convertible Note of the Issuer (the "Parent Note").
- [F2]The Parent Note was issued pursuant the Note Purchase and Exchange Agreement among the Issuer, certain stockholders of the Issuer and Parent (the "NPA"). The Parent Note will convert automatically into Common Stock and/or Preferred Stock (defined below), as applicable, upon the earlier of (i) the time that is immediately prior to the closing of the merger contemplated by the Agreement and Plan of Merger among Parent, WC SACD One Merger Sub, Inc. and the Issuer (the "Merger Agreement"), and (ii) the time that is immediately prior to consummation of a Superior Transaction (as defined in the NPA), and is convertible into Common Stock and/or Preferred Stock, as applicable, at the option of Parent at any time on or after (iii) the date on which closing of an Alternative Transaction (as defined in the NPA) occurs, (iv) a determination by the Issuer's Board of Directors that the Issuer is no longer pursuing a process to sell itself and (v) April 30, 2019 (each of (i)-(v), a "Trigger Date").
- [F3]On or after any Trigger Date, the Parent Note is convertible into either (i) to the extent that the Issuer's Common Stock remains listed on the Nasdaq Stock Market and if such Trigger Date is prior to the date on which Issuer stockholder approval of the Parent Note becomes effective (such effectiveness date, the "Stockholder Approval Date"), an aggregate of 5,354,947 shares of Common Stock and 1,572,183 shares of Issuer 6.0% Series A Preferred Stock, par value $0.01 per share ("Preferred Stock"), which Preferred Stock will be convertible into shares of Common Stock on and after the Stockholder Approval Date, or (ii) if such Trigger Date is on or after the Stockholder Approval Date, an aggregate of 13,215,859 shares of Common Stock. Share figures are based on outstanding shares of the Issuer on an as-converted basis as of October 31, 2018.
- [F4]The Reporting Persons may be deemed to beneficially own the shares of Common Stock that are issuable upon conversion of the Parent Note. Each of the Reporting Persons disclaims beneficial ownership of the securities reported on this Form 3, except to the extent of its or his pecuniary interest therein, and the reporting of such securities on this Form 3 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.
- [F5]The conversion price is subject to adjustment, as described in the Parent Note.
Issuer
INTERSECTIONS INC
CIK 0001095277
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001732036
Filing Metadata
- Form type
- 3
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 6:35 PM ET
- Size
- 28.4 KB