Sec Form 4 Filing - Ward Tracy @ INTERSECTIONS INC - 2019-01-11

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
Ward Tracy
2. Issuer Name and Ticker or Trading Symbol
INTERSECTIONS INC [ INTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Principal Accounting Officer
(Last) (First) (Middle)
C/O INTERSECTIONS INC., 3901 STONECROFT BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
01/11/2019
(Street)
CHANTILLY, VA20151
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
EMPLOYEE STOCK OPTION (RIGHT TO BUY) $ 2.09 01/11/2019 D 10,000 ( 1 ) 02/19/2028 COMMON STOCK 10,000 $ 1.59 ( 1 ) 0 D
RESTRICTED STOCK UNIT ( 2 ) 01/11/2019 D 19,131 ( 3 ) ( 3 ) COMMON STOCK 19,131 ( 3 ) 0 D
RESTRICTED STOCK UNIT ( 2 ) 01/11/2019 D 3,750 ( 3 ) ( 3 ) COMMON STOCK 3,750 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ward Tracy
C/O INTERSECTIONS INC.
3901 STONECROFT BOULEVARD
CHANTILLY, VA20151
Principal Accounting Officer
Signatures
/s/ Todd E. Lenson, Attorney-In-Fact 01/14/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects disposition on January 11, 2019 pursuant to the terms of the Agreement and Plan of Merger by and among WC SACD One Parent, Inc., a Delaware corporation ("Parent"), WC SACD One Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent and the Issuer dated as of October 31, 2018 (as amended, the "Merger Agreement"). In accordance with the terms of the Merger Agreement, each option (whether vested or unvested) to acquire shares of the common stock of the Issuer was cancelled in exchange for the right to receive an amount in cash equal to the excess of $3.68 over the exercise price of such option.
( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock or, at the Issuer's option, cash or a combination of the two.
( 3 )Reflects disposition on January 11, 2019 pursuant to the terms of the Merger Agreement. In accordance with the terms of the Merger Agreement, each restricted stock unit (including restricted stock units that became fully vested pursuant to the Merger Agreement) was cancelled and converted automatically into the right to receive $3.68 in cash.

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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