4//SEC Filing
WC SACD One Parent, Inc. 4
Accession 0000899243-19-000876
CIK 0001095277other
Filed
Jan 8, 7:00 PM ET
Accepted
Jan 9, 7:04 PM ET
Size
12.5 KB
Accession
0000899243-19-000876
Insider Transaction Report
Form 4
WC SACD One Merger Sub, Inc.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2019-01-07$3.68/sh+13,435,388$49,442,228→ 13,435,388 total(indirect: See Footnote)
WndrCo Holdings, LLC
10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2019-01-07$3.68/sh+13,435,388$49,442,228→ 13,435,388 total(indirect: See Footnote)
WC SACD One Parent, Inc.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2019-01-07$3.68/sh+13,435,388$49,442,228→ 13,435,388 total(indirect: See Footnote)
WC SACD One, Inc.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2019-01-07$3.68/sh+13,435,388$49,442,228→ 13,435,388 total(indirect: See Footnote)
Footnotes (3)
- [F1]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.
- [F2]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New York City time, at which time approximately 13,435,388 shares of Common Stock were validly tendered and not validly withdrawn (excluding shares with respect to which notices of guaranteed delivery were delivered). On January 7, 2019, Merger Sub accepted for payment all shares validly tendered and not withdrawn in the Offer.
- [F3]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.
Issuer
INTERSECTIONS INC
CIK 0001095277
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001757753
Filing Metadata
- Form type
- 4
- Filed
- Jan 8, 7:00 PM ET
- Accepted
- Jan 9, 7:04 PM ET
- Size
- 12.5 KB