Sec Form 4 Filing - SSM CORP @ CONNECTURE INC - 2014-12-17

Insider filing report for Changes in Beneficial Ownership
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SSM CORP
2. Issuer Name and Ticker or Trading Symbol
CONNECTURE INC [ CNXR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6075 POPLAR AVE., SUITE 335
3. Date of Earliest Transaction (MM/DD/YY)
12/17/2014
(Street)
MEMPHIS, TN38119
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/17/2014 C 2,546,728 A 2,546,728 I By SSM Venture Partners II, L.P. ( 2 )
Common Stock 12/17/2014 S 170,917 D $ 8 2,375,811 I By SSM Venture Partners II, L.P. ( 2 )
Common Stock 12/17/2014 C 497,478 A 497,478 I By SSM Venture Associates, L.P. ( 3 )
Common Stock 12/17/2014 S 33,387 D $ 8 464,091 I By SSM Venture Associates, L.P. ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock ( 1 ) 12/17/2014 C 7,640,186 ( 1 ) ( 1 ) Common Stock 2,546,728 $ 0 0 I By SSM Venture Partners II, L.P. ( 2 )
Series A Convertible Preferred Stock ( 1 ) 12/17/2014 C 1,492,434 ( 1 ) ( 1 ) Common Stock 497,478 $ 0 0 I By SSM Venture Associates, L.P. ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SSM CORP
6075 POPLAR AVE., SUITE 335
MEMPHIS, TN38119
X
SSM II, L.P.
6075 POPLAR AVE., SUITE 335
MEMPHIS, TN38119
X
SSM VENTURE PARTNERS II L P
6075 POPLAR AVE., SUITE 335
MEMPHIS, TN38119
X
SSM VENTURE ASSOCIATES L P
6075 POPLAR AVE., SUITE 335
MEMPHIS, TN38119
X
WITHERINGTON JAMES D JR
6075 POPLAR AVE., SUITE 335
MEMPHIS, TN38119
X
Orr Wilson R III
6075 POPLAR AVE., SUITE 335
MEMPHIS, TN38119
X
Signatures
/s/ Scott Heinert for SSM Corporation 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for SSM II, L.P. 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for SSM Venture Partners II, L.P. 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for SSM Venture Associates, L.P. 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for Jim Witherington 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for Wilson Orr 12/17/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Convertible Preferred Stock converted into common stock on a three-for-one basis and had no expiration date.
( 2 )Shares held directly by SSM Venture Partners II, L.P. ("SSMVP"). SSM Corporation, the general partner of SSM II, L.P ("SSM II"), which is the general partner of SSMVP, Jim Witherington and Wilson Orr, who are the directors of SSM Corporation, may be deemed to have voting and dispositive power over the shares held by SSMVP and disclaim beneficial ownership of the shares held by SSMVP, except to the extent of their pecuniary interest therein.
( 3 )Shares held directly by SSM Venture Associates, L.P. ("SSMVA"). SSM Corporation, the general partner of SSM II, which is the general partner of SSMVA, Jim Witherington and Wilson Orr, who are the directors of SSM Corporation, may be deemed to have voting and dispositive power over the shares held by SSMVA and disclaim beneficial ownership of the shares held by SSMVA, except to the extent of their pecuniary interest therein.

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