UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

Of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 2811, ~~2018~~2019

INTERSECTIONS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

Delaware

000-50580

54-1956515

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

(State or Other Jurisdiction of Incorporation)

000-50580		54-1956515
(Commission File Number)		(IRS Employer Identification No.)

3901 Stonecroft Boulevard

Chantilly, Virginia 20151

(Address of Principal Executive Offices) (Zip Code)

(703) 488-6100

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.05 of this chapter) or Rule 12b-2 of Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory ~~1.01.~~Note ~~Entry into a Material Definitive Agreement~~

OnAs ~~November 28,~~previously ~~2018,~~disclosed in the Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Intersections Inc. (“Intersections” or the “Company”) ~~entered~~on ~~into~~November 6, ~~Amendment~~2018 ~~No.~~and November 129, to2018 (the “Prior Current Reports”), on October 31, 2018, the Company entered into an Agreement and Plan of Merger (as amended by Amendment No. 1, the “~~Amendment~~Merger Agreement”) with WC SACD One Parent, Inc., a Delaware corporation (“Parent”), and WC SACD One Merger Sub, Inc., a Delaware corporation (“~~Purchaser~~Merger Sub”) and wholly-owned subsidiary of Parent. ~~The~~Parent ~~Amendment amends~~is ~~the~~a ~~Agreement~~wholly-owned ~~and~~subsidiary ~~Plan~~ of ~~Merger,~~WC ~~dated~~SACD ~~as of October 31~~One, ~~2018~~Inc., ~~among~~a ~~the~~Delaware ~~Company,~~corporation ~~Parent and Merger Sub~~ (~~as amended by the Amendment, the~~ “~~Merger~~WC ~~Agreement~~SACD”), to clarify that any Shares (as defined therein) issuable upon conversion of the Senior Secured Convertible Notes in the aggregate amount of $34 million, that were issued pursuant to the Note Purchase and Exchange Agreement, dated October 31, 2018, by and among the Company and the investors identified on Annex I thereto, will be disregarded for purposes of calculating the Minimum Condition (as defined therein).

~~Other~~Pursuant ~~than~~to asthe ~~expressly~~Merger ~~modified~~Agreement, ~~pursuant~~ Merger Sub made an offer to purchase all of the ~~Amendment~~issued and outstanding shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the ~~Merger~~Company ~~Agreement~~at ~~remains~~$3.68 per Share (the “Offer Price”), in ~~full~~cash, ~~force~~without interest thereon and ~~effect~~less asany ~~originally~~applicable ~~executed~~withholding ontaxes, ~~October~~upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 3128, 2018. ~~The~~(the ~~foregoing~~“Offer ~~descriptions~~to ofPurchase”) and the ~~Amendment,~~related letter of transmittal that accompanies the ~~Merger~~Offer ~~Agreement~~to ~~and~~Purchase (the ~~transactions~~“Letter ~~contemplated~~of ~~thereby~~Transmittal” dowhich, ~~not~~together ~~purport~~with this Offer to bePurchase, ~~complete~~as ~~and~~each ~~are~~may ~~qualified~~be inamended ~~their~~or ~~entirety~~supplemented byfrom ~~reference~~time to time, collectively constitute the ~~full~~“Offer”). ~~text~~Certain stockholders of the ~~Amendment~~Company, anamely, ~~copy~~Michael ofStanfield, ~~which~~Stanfield isFamily ~~filed~~Investments asLLC, ~~Exhibit~~Loeb ~~2.1~~Holding ~~hereto~~Corporation and David A. McGough (the ~~terms~~“Rollover ofHolders”) ~~which~~entered ~~are~~into ~~incorporated~~Tender ~~herein~~and bySupport ~~reference~~Agreements with Parent, ~~and~~concurrent ofwith the entry into the Merger Agreement, athat, ~~copy~~among ofother ~~which~~things, ~~was filed~~require asthe ~~Exhibit~~Rollover ~~2.1~~Holders to tender all of their Shares in the ~~Current~~Offer ~~Report~~other than oncertain ~~Form~~Shares ~~8-K~~that ~~filed~~they ~~with~~have ~~the~~agreed ~~U.S.~~to ~~Securities~~contribute and ~~Exchange~~assign ~~Commission~~to WC SACD (the “~~SEC~~Rollover Shares”) byprior to the ~~Company~~consummation onof ~~November 6,~~the ~~2018~~Merger (as defined below), pursuant to the terms of the Contribution and isAssignment ~~incorporated~~Agreements ~~herein~~entered into by ~~reference~~the Rollover Holders with WC SACD concurrent with the entry into the Merger Agreement.

Item 81.~~01.~~02 ~~Other~~Termination ~~Events~~of a Material Definitive Agreement

OnIn ~~November 29,~~connection ~~2018,~~with WCthe ~~SACD~~conversion ~~One,~~of ~~Inc.,~~the aCompany’s ~~newly~~senior ~~formed~~convertible ~~joint~~notes ~~venture~~(the ~~entity~~“Notes”) ofissued ~~iSubscribed~~pursuant ~~Inc.~~to ~~(“iSubscribed”),~~the ~~WndrCo~~Note ~~Holdings,~~Purchase ~~LLC~~and Exchange Agreement (the “~~WndrCo~~Note Purchase Agreement”), ~~General~~dated ~~Catalyst~~as ~~Group~~of IXOctober 31, ~~L.P.~~2018, by and GCamong ~~Entrepreneurs~~the ~~Fund~~Company, IXParent, ~~L.P.~~Loeb ~~(together~~Holding ~~with~~Corporation ~~General~~and ~~Catalyst~~David ~~Group~~A. ~~IX,~~McGough ~~L.P.,~~(as ~~the~~described ~~“GC~~in ~~Funds”~~Item 2.01 below), ~~issued~~effective aas ~~press~~of ~~release~~the ~~announcing~~Effective ~~the~~Time ~~commencement~~on January 11, of2019, the ~~Offer~~Company ~~(as~~satisfied ~~defined~~and indischarged ~~the Merger~~all ~~Agreement)~~obligations byunder, ~~Purchaser~~and terminated, the Notes.

~~Notice~~Item to2.01 ~~Investors~~Completion ~~and~~of ~~Security~~Acquisition ~~Holders~~or Disposition of Assets.

~~This~~The ~~report~~Offer isand ~~neither~~withdrawal anrights ~~offer~~expired toas ~~purchase~~scheduled ~~nor~~at a5:00 ~~solicitation~~p.m., ofNew anYork ~~offer~~City totime, ~~sell~~on ~~any~~January 4, ~~securities.~~2019 A(such ~~solicitation~~date, ~~and~~the ~~offer~~“Expiration ~~to buy Shares of Intersections will~~Date”). beAmerican ~~made~~Stock ~~only~~Transfer & ~~pursuant~~Trust toCompany, anLLC, ~~offer to purchase and related materials that Purchaser files with~~ the ~~SEC.~~depositary ~~Purchaser~~for ~~has filed with~~ the ~~SEC a Tender~~ Offer ~~Statement~~(the on“Depositary”), ~~Schedule~~advised TOthat, ~~together~~as ~~with~~of ~~exhibits furnishing certain additional information with respect to~~ the ~~tender~~Expiration ~~offer~~Date, ~~and~~13,435,388 ~~may~~Shares ~~file~~had ~~amendments~~been ~~thereto.~~validly ~~Purchaser~~tendered and ~~certain~~“received” ~~other~~(as ~~parties~~defined ~~have~~by Section 251(h)(6) ~~also~~of ~~filed~~the aDelaware ~~Transaction~~General ~~Statement~~Corporation onLaw ~~Schedule 13E-3~~ (~~including exhibits~~“DGCL”) ~~furnishing certain additional information. In addition~~), ~~Intersections~~representing ~~has~~(i) when ~~filed~~considered together with the ~~SEC~~Shares a(including ~~Solicitation/~~the ~~Recommendation~~Rollover ~~Statement~~Shares), onif ~~Schedule~~any, ~~14D-9~~then asowned ~~well~~by asWC aSACD, ~~Transaction~~Parent ~~Statement~~and ontheir ~~Schedule 13E-3~~subsidiaries, approximately ~~together~~75% ~~with~~of ~~exhibits, setting forth~~ the ~~recommendation~~number of ~~Intersections’~~Shares ~~board~~(including ~~of directors with respect to~~ the ~~tender~~Rollover ~~offer~~Shares) ~~and~~then ~~the~~issued ~~reasons for such recommendation~~ and ~~furnishing~~outstanding ~~certain additional~~on ~~information.~~a ~~INVESTORS~~fully-diluted ~~AND~~basis ~~SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT ON SCHEDULE TO~~ (~~INCLUDING~~disregarding ~~THE~~Shares ~~OFFER~~issuable TOupon ~~PURCHASE,~~conversion ~~THE~~of ~~RELATED~~the ~~LETTER~~Notes OFissued ~~TRANSMITTAL~~pursuant ~~AND~~to ~~CERTAIN~~the ~~OTHER~~Note ~~TENDER~~Purchase ~~OFFER DOCUMENTS~~Agreement), ~~THE~~and ~~SOLICITATION~~(ii) approximately /87% ~~RECOMMENDATION~~of ~~STATEMENT~~the ONthen ~~SCHEDULE~~outstanding ~~14D-9~~number ~~AND~~of ~~THE~~Shares ~~TRANSACTION~~not ~~STATEMENTS~~owned ONby ~~SCHEDULE~~the ~~13E-3~~Rollover Holders, INand ~~EACH~~the ~~CASE,~~executive ASofficers ~~THEY~~and ~~MAY~~directors BEof ~~AMENDED~~the ~~FROM~~Company ~~TIME~~that TOare ~~TIME, BECAUSE~~not ~~THEY~~Rollover ~~CONTAIN~~Holders. ~~IMPORTANT~~In ~~INFORMATION~~addition, ~~WHICH~~as ~~STOCKHOLDERS~~of ~~AND~~the ~~OTHER~~Expiration ~~INVESTORS~~Date, ~~SHOULD~~the ~~READ~~Depositary advised ~~CAREFULLY~~that ~~BEFORE~~Notices ~~THEY~~of ~~MAKE~~Guaranteed ~~ANY~~Delivery ~~INVESTMENT~~had ~~DECISION~~been ~~WITH~~delivered ~~RESPECT~~with TOrespect ~~THE~~to ~~TENDER~~46,844 ~~OFFER~~Shares. ~~The~~As ~~Tender~~a ~~Offer Statement on Schedule TO~~result, the ~~Solicitation~~Minimum ~~/ Recommendation~~Condition ~~Statement~~(as ondefined ~~Schedule~~in ~~14D-9 and~~ the ~~Transaction~~Offer ~~Statements~~to onPurchase) ~~Schedule~~has ~~13E-3~~been ~~are~~satisfied ~~being sent to,~~ and ~~will~~all beother ~~available,~~conditions ~~free of charge~~ to ~~Intersections’~~ ~~stockholders.~~the ~~Such~~Offer ~~materials~~were ~~(and~~satisfied ~~all~~or ~~other~~waived as ~~documents~~of ~~filed~~the ~~with~~Expiration ~~the~~Date, ~~SEC)~~and ~~will~~Merger beSub ~~available~~has ataccepted nofor ~~charge~~payment onall ~~the~~Shares ~~SEC’s~~that ~~website:~~were ~~www.sec.gov.~~validly ortendered byand ~~directing~~not ~~requests~~properly ~~for~~withdrawn ~~copies~~pursuant to ~~D.F.~~the ~~King & Co~~Offer., ~~Inc.~~

~~Forward~~On January 11, 2019, in accordance with their terms, immediately prior to the Effective Time (as defined below), the principal and unpaid interest in respect of the Notes issued pursuant to the Note Purchase Agreement were converted into shares of Common Stock (the “Note Shares”), and the Notes were cancelled, in each case pursuant to the terms and conditions set forth in the Note Purchase Agreement. This summary does not purport to be complete and is qualified in its entirety by the Note Purchase Agreement, a copy of which has been filed as Exhibit 10.1 to the Current Report on Form 8-~~Looking~~K ~~Statements~~filed by the Company with the SEC on November 6, 2018 and which is incorporated herein by reference.

~~This~~On ~~communication~~January 11, 2019, immediately following the issuance of the Note Shares, and immediately prior to ~~contains~~the ~~forward-looking~~Effective ~~statements~~Time, in ~~addition~~accordance towith ~~historical~~the ~~information.~~terms of the Contribution and Assignment Agreements with WC SACD, (i) ~~When~~Loeb ~~used~~Holding inCorporation ~~this~~rolled ~~communication~~8,803,640 Rollover Shares (which Rollover Shares included the ~~words~~1,324,009 ~~“can~~Note Shares that Loeb Holding Corporation received in respect of its Note),” ~~“will~~(ii) David A. McGough rolled 800,”000 ~~“intends~~Rollover Shares (which Rollover Shares included the 441,”337 ~~“expects~~Note Shares that Mr. McGough received in respect of his Note),” ~~“believes~~(iii) Michael R. Stanfield rolled 922,”154 ~~similar~~Rollover ~~expressions~~Shares, and ~~any other~~(iv) Stanfield ~~statements~~Family ~~that~~Investments ~~are~~LLC ~~not~~rolled ~~historical~~577,846 ~~facts~~Rollover ~~are~~Shares, ~~intended~~in toeach ~~identify~~case ~~those~~for ~~assertions~~equity asinterests ~~forward-looking~~in ~~statements~~WC SACD. ~~All~~ ~~statements~~This ~~that~~summary ~~address~~does ~~activities,~~not ~~events~~purport orto ~~developments~~be ~~that~~complete and is qualified in its entirety by the ~~Company~~Contribution and Assignment Agreements, ~~iSubscribed~~copies of which have been filed as Exhibit 99.9 of Schedule 13D filed by General Catalyst Group IX, L.P. with the GCSEC ~~Funds~~on ~~and/or~~November 13, ~~WndrCo intend~~2018, ~~expect~~Exhibit 99.8 orof ~~believe~~Schedule 13D ~~may~~filed ~~occur~~by Merger inSub, Inc. with the ~~future~~SEC ~~are~~on ~~forward-looking~~November 13, ~~statements~~2018, Exhibit 99.9 ~~These~~of ~~forward-looking~~Schedule 13D ~~statements~~filed ~~may~~by ~~relate~~Merger toSub, ~~such~~Inc. ~~matters~~with asthe ~~business~~SEC ~~strategy~~on November 13, ~~goals~~2018, and ~~expectations~~Exhibit 99.10 ~~concerning~~of ~~the~~Schedule 13D ~~acquisition~~filed ~~(including~~by ~~the~~Merger ~~anticipated~~Sub, ~~timing of~~Inc. ~~consummation~~with of the ~~acquisition)~~SEC on November 13, ~~future operations~~2018, ~~future~~which ~~performance~~are orincorporated ~~results~~herein by reference.

~~The~~Immediately following ~~are some of~~ the ~~factors~~contribution ~~that~~by ~~could cause actual future results to differ materially from those expressed in any forward looking statements: (i) uncertainties as to~~ the ~~timing~~Rollover ofHolders ~~the closing~~ of the ~~tender~~Rollover ~~offer and the subsequent merger; (ii) the risk that the tender offer may not be~~Shares ~~completed~~to inWC aSACD ~~timely~~and ~~manner~~prior ~~or at all; (iii) uncertainties as~~ to the ~~percentage~~consummation of ~~Intersections stockholders tendering their Shares in~~ the ~~tender~~Merger, ~~offer;~~WC ~~(iv) the~~SADC ~~possibility~~contributed ~~that~~and ~~competing~~assigned ~~offers or acquisition proposals for Intersections will be made; (v)~~ the ~~possibility~~Rollover ~~that~~Shares ~~any or all of the various conditions~~ to ~~the~~Parent. ~~consummation of the tender offer or the subsequent merger may~~

~~not~~On beJanuary 11, ~~satisfied or waived~~2019, pursuant ~~including~~to the ~~failure~~terms ~~to receive a majority~~ of the ~~Shares~~Merger ~~held~~Agreement, byMerger ~~unaffiliated~~Sub ~~stockholders~~merged ofwith ~~Intersections~~and ininto the ~~tender~~Company ~~offer;~~pursuant to Section 251(vih) ~~the~~ ~~occurrence~~ of ~~any event, change or other circumstance that could give rise to~~ the ~~termination~~DGCL, ofwith the ~~Merger~~Company ~~Agreement,~~continuing ~~including~~as inthe ~~circumstances~~surviving ~~that~~corporation ~~would~~as ~~require Intersections to pay~~ a ~~termination~~wholly-owned ~~fee~~subsidiary orof ~~other~~Parent ~~expenses;~~ (~~vii)~~ the “Merger”). ~~effect~~At of the ~~announcement~~effective ~~or pendency~~time of the ~~transactions~~Merger ~~contemplated by~~ (the ~~Merger~~“Effective ~~Agreement on Intersections’ ability to retain and hire key personnel~~Time”), ~~its~~each ~~ability~~issued ~~to maintain relationships with its customers, suppliers~~ and ~~others~~outstanding ~~with~~Share ~~whom~~(other itthan ~~does~~any ~~business, or its operating results and business generally;~~ (~~viii~~i) ~~risks~~Shares ~~related~~held toin ~~diverting~~the ~~management’s~~treasury ~~attention~~of ~~from~~the ~~Intersections’~~Company, ~~ongoing business operations;~~ (ixii) ~~the~~Shares ~~risk~~owned ~~that~~directly ~~stockholder~~or ~~litigation in~~indirectly ~~connection~~by ~~with the~~Parent ~~transactions~~or ~~contemplated by the~~ Merger ~~Agreement~~Sub ~~may~~(including ~~result~~the inRollover ~~significant costs of defense~~Shares), ~~indemnification~~ and ~~liability; and~~ (xiii) ~~other~~Shares ~~factors~~held asby ~~set~~the ~~forth from time to time in Intersections~~Company’s ~~filings~~stockholders ~~with~~who ~~the~~properly ~~SEC,~~demand ~~including without limitation its Form 10-K for the fiscal year ended December 31, 2017~~ and ~~any~~perfect ~~subsequently~~appraisal ~~filed~~rights ~~Form~~under ~~10-Qs.~~Delaware ~~These factors~~law, ~~risks~~if ~~and~~applicable) ~~uncertainties,~~was ascancelled ~~well as other risks~~ and ~~uncertainties~~converted ~~that~~into ~~could~~the ~~cause~~right ~~actual results~~ to ~~differ~~receive ~~materially~~an amount ~~from~~equal ~~those~~to ~~contemplated,~~the ~~expressed,~~Offer ~~projected~~Price, ~~anticipated or implied~~ in ~~the~~cash, ~~forward-looking~~without ~~statements~~interest, ~~are~~subject ~~described~~to inany ~~greater~~withholding ~~detail~~of intaxes ~~the~~required ~~tender offer documents filed with the SEC~~ by ~~Purchaser~~applicable and the solicitation and recommendation statement on Schedule 14D-9 filed by Intersections and other filings made by the parties from time to time with the SEC or materials incorporated herein or thereinlaw. ~~Any~~Each ~~forward-looking~~Share ~~statements~~held in ~~this~~the ~~Form~~treasury ~~8-K speak only as~~ of the ~~date~~Company ~~hereof. Factors~~ or ~~events~~owned, ~~that~~directly ~~affect the transactions~~ or ~~could cause Intersections’ actual results to differ may occur from time to time~~indirectly, ~~and~~ itby ~~is not possible to predict all of them. None of the Company, WC SACD,~~ Parent, ~~Purchaser, iSubscribed, WndrCo~~ or ~~the~~Merger GCSub ~~Funds~~immediately ~~undertakes~~prior ~~any obligation~~ to ~~publicly update or revise any forward-looking statement, whether as a result of new~~ ~~information,~~the ~~future~~Effective ~~developments~~Time or(including ~~otherwise,~~Rollover ~~except~~Shares) aswere ~~may~~cancelled befor ~~required~~no ~~by any applicable securities laws~~consideration.

~~Item~~The effect of the Merger on options to purchase Common Stock and other equity-based awards is described on pages 2-3 of the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on November 29, 2018, as amended on December 4, 2018, December 18, 2018 and December 26, 2018, which description is incorporated herein by reference.01 ~~Financial~~The ~~Statements~~effect of the Merger on the warrant issued to PEAK6 Investments, L.P. (“PEAK6”) is described on pages 2-3 and ~~Exhibits~~12-13 of the Company’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC on November 29, 2018, as amended on December 4, 2018, December 18, 2018 and December 26, 2018, which description is incorporated herein by reference. In accordance with the terms of the PEAK6 warrant, the Company made a payment to PEAK6 of $3,347,413, representing payment in full of all amounts owing by the Company to PEAK6 under the warrant.

The aggregate consideration paid by Merger Sub in the Offer and Merger was approximately $65 million, not including the value of the Rollover Shares and related transaction fees and expenses. WC SACD provided Merger Sub and Parent with the funds necessary to complete the Offer and Merger in accordance with the Merger Agreement. WC SACD funded these payments with a combination of (i) proceeds from a bridge note provided by WndrCo Holdings, LLC, as described in Amendment No. 3 to the Tender Offer Statement on Schedule TO filed by Merger Sub with the SEC on January 7, 2019 and (ii) an equity investment from iSubscribed Inc., WndrCo Holdings, LLC, General Catalyst Group IX, L.P., and GC Entrepreneurs Fund IX, L.P.

The foregoing summary description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to qualified in its entirety by reference to the terms of the Merger Agreement, which is included as Exhibit 2.1 to the Prior Current Reports, and incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company (i) notified the NASDAQ Global Market (“NASDAQ”) that the Merger was consummated and (ii) requested that NASDAQ (x) halt trading in the Shares on the morning of January 11, 2019, prior to market open, and suspend trading of the Shares effective as of the close of

business on January 11, 2019 and (y) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Company intends to file a certification on Form 15 with the SEC to cause the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act to be suspended.

Item 3.02

Unregistered Sales of Equity Securities.

On January 11, 2019, in accordance with their terms, immediately prior to the Effective Time, the principal and unpaid interest in respect of the Notes issued pursuant to the Note Purchase Agreement were converted into an aggregate of 15,005,435 shares of Common Stock, and the Notes were cancelled, in each case pursuant to the terms and conditions set forth in the Note Purchase Agreement. The shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act, as amended.

Item 3.03

Material Modification to Rights of Security Holders.

The information disclosed in the Introductory Note and under Item 2.01, Item 3.01, and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

As a result of Merger Sub’s acceptance for payment of all Shares that were validly tendered and not properly withdrawn in accordance with the terms of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL on January 11, 2019, a change in control of the Company occurred and the Company now is a wholly-owned subsidiary of Parent.

The information disclosed under Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the Merger, at the Effective Time, (a) each of the directors of the Company (John M. Albertine, Thomas G. Amato, Bruce M. Lev, David A. McGough, Melvin R. Seiler, Michael R. Stanfield) resigned as directors of the Company and its subsidiaries, as applicable; (b) Hari Ravichandran, Hamed Saeed and Blake Cunneen became the directors of the Company following the Effective Time; and (c) Hari Ravichandran, Melba M. Amissi, Duane L. Berlin, Ronald L. Barden and Tracy M. Ward became the officers of the Company following the Effective Time.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the Company’s certificate of incorporation was amended and restated in its entirety, and Merger Sub’s bylaws became the bylaws of the Company (provided, all references therein to Merger Sub became references to the Company). Copies of the Company’s amended and restated certificate of incorporation and the Company’s amended and restated bylaws are attached as Exhibits 3.1 and 3.2, respectively, hereto, each of which are incorporated herein by reference.

Item 8.01

Other Events.

On January 7, 2019, WC SACD issued a press release relating to the expiration of the Offer, and, on January 11, 2019, WC SACD issued a press release relating to the consummation of the Merger. Copies of the press releases are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
Exhibit No.		Description
2.1		Amendment No. 1 to Agreement and Plan of Merger, dated as of November 28, 2018, by and among WC SACD One Parent, Inc., WC SACD One Merger Sub, Inc. and Intersections Inc.
3.1		Amended and Restated Certificate of Incorporation of Intersections Inc.
3.2		Amended and Restated Bylaws of Intersections Inc.
99.1		Press Release issued January 7, 2019
99.2		Press Release issued January 11, 2019

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January ~~November 29~~14, ~~2018~~2019

INTERSECTIONS INC.

/s/ Ronald L. Barden

Name: Ronald L. Barden

Title: Chief Financial Officer

Filing Compare · INTERSECTIONS INC