Sec Form 3 Filing - General Catalyst Group IX, L.P. @ INTERSECTIONS INC - 2018-10-31

FORM 3 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 General Catalyst Group IX, L.P. 2. Issuer Name and Ticker or Trading Symbol INTERSECTIONS INC [ INTX] 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) C/O GENERAL CATALYST PARTNERS, 20 UNIVERSITY ROAD, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2018 (Street) CAMBRIDGE, MA02138 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

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 Senior Secured Convertible Note ( 5 ) ( 1 )( 2 ) 10/31/2021 See Footnote. ( 3 ) 5,354,947 ( 3 ) ( 4 ) I See Footnote. ( 1 ) ( 2 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other General Catalyst Group IX, L.P. C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X GC Entrepreneurs Fund IX, L.P. C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Partners IX, L.P. C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst GP IX, LLC C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X General Catalyst Group Management, LLC C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X CHENAULT KENNETH I C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Cutler Joel E C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Fialkow David P C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Taneja Hemant C/O GENERAL CATALYST PARTNERS 20 UNIVERSITY ROAD, 4TH FLOOR CAMBRIDGE, MA02138 X Signatures GENERAL CATALYST GROUP IX, L.P., By: General Catalyst Partners IX, L.P., Its General Partner, By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer 11/13/2018 Signature of Reporting Person Date GC ENTREPRENEURS FUND IX, L.P., By: General Catalyst Partners IX, L.P., Its General Partner, By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer 11/13/2018 Signature of Reporting Person Date GENERAL CATALYST PARTNERS IX, L.P., By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer 11/13/2018 Signature of Reporting Person Date GENERAL CATALYST GP IX, LLC, By: General Catalyst Group Management, LLC, Its Manager, /s/ Christopher McCain, Chief Legal Officer 11/13/2018 Signature of Reporting Person Date GENERAL CATALYST GROUP MANAGEMENT, LLC, /s/ Christopher McCain, Chief Legal Officer 11/13/2018 Signature of Reporting Person Date /s/ Christopher McCain, attorney-in-fact for Kenneth I. Chenault 11/13/2018 Signature of Reporting Person Date /s/ Christopher McCain, attorney-in-fact for Joel E. Cutler 11/13/2018 Signature of Reporting Person Date /s/ Christopher McCain, attorney-in-fact for David P. Fialkow 11/13/2018 Signature of Reporting Person Date /s/ Christopher McCain, attorney-in-fact for Hemant Taneja 11/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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"). ( 3 )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. ( 4 )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. ( 5 )The conversion price is subject to adjustment, as described in the Parent Note.

Remarks: Exhibit 24.1 Limited Power of Attorney - Kenneth I. ChenaultExhibit 24.2 Limited Power of Attorney - Joel E. Cutler, David P. Fialkow, Hemant Taneja

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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