Sec Form 4 Filing - Great Point Partners I GP, LLC @ CONNECTURE INC - 2015-06-10

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
Great Point Partners I GP, LLC
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)
165 MASON ST., 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/10/2015
(Street)
GREENWICH, CT06830
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 06/10/2015 J( 1 ) 1,375,733 D $ 0 4,127,232 I By GPP-Connecture LLC ( 2 )
Common Stock 06/10/2015 J( 1 ) 39,703 A $ 0 39,703 D ( 3 )
Common Stock 06/10/2015 J( 1 ) 36,493 A $ 0 36,493 D ( 4 )
Common Stock 06/10/2015 J( 1 ) 47,235 A $ 0 47,235 I See Remarks ( 5 )
Common Stock 06/10/2015 J( 1 ) 28,696 A $ 0 28,696 I See Remarks ( 6 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Great Point Partners I GP, LLC
165 MASON ST., 3RD FLOOR
GREENWICH, CT06830
X
GREAT POINT PARTNERS I LP
165 MASON ST., 3RD FLOOR
GREENWICH, CT06830
X
GPP - Connecture, LLC
165 MASON ST., 3RD FLOOR
GREENWICH, CT06830
X
GREAT POINT PARTNERS LLC
165 MASON ST., 3RD FLOOR
GREENWICH, CT06830
X
JAY JEFFREY R
165 MASON ST., 3RD FLOOR
GREENWICH, CT06830
X
KROIN DAVID
165 MASON ST., 3RD FLOOR
GREENWICH, CT06830
X
Signatures
/s/ Scott Heinert for Great Point Partners I GP, LLC 06/12/2015
Signature of Reporting Person Date
/s/ Scott Heinert for Great Point Partners I LP 06/12/2015
Signature of Reporting Person Date
/s/ Scott Heinert for GPP-Connecture, LLC 06/12/2015
Signature of Reporting Person Date
/s/ Scott Heinert for Great Point Partners LLC 06/12/2015
Signature of Reporting Person Date
/s/ Scott Heinert for Jay R. Jeffrey 06/12/2015
Signature of Reporting Person Date
/s/ Scott Heinert for David Kroin 06/12/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of the issuer's common stock distributed pro rata by GPP - Connecture, LLC to its members.
( 2 )Shares held directly by GPP-Connecture LLC ("GPPC"). Great Point Partners I GP, LLC is the general partner of Great Point Partners I, LP, which is the sole managing member of GPPC. Dr. Jeffrey R. Jay is the senior managing member, and David Kroin is the special managing member, of Great Point Partners LLC, which is the investment manager to Great Point Partners I, L.P. Each of Dr. Jay, Mr. Kroin, Great Point Partners LLC, Great Point Partners I GP, LLC and Great Point Partners I, LP may be deemed to have voting and dispositive power over the shares held by GPPC, and disclaim beneficial ownership of the shares held by GPPC, except to the extent of their pecuniary interest therein.
( 3 )These shares are held directly by Mr. Kroin.
( 4 )These shares are held directly by Dr. Jay.
( 5 )Includes 11,341 shares held by a trust of which Dr. Jay is a trustee and of which beneficiaries may be considered members of Dr. Jay's immediate family, and 35,894 shares held by a trust of which Dr. Jay is the income beneficiary (but not the trustee). In each case Dr. Jay disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
( 6 )Includes shares owned by Biomedical Offshore Value Fund, Ltd. ("BOVF"). Great Point Partners, LLC is the investment manager of BOVF, and by virtue of such status may be deemed to be the beneficial owner of the such shares. Each of Dr. Jay, as senior managing member of Great Point Partners, LLC, and Mr. Kroin, as special managing member of Great Point Partners, LLC, has voting and investment power with respect to such shares, and therefore may be deemed to be the beneficial owner of such shares. Each of Dr. Jay and Mr. Kroin disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

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