Sec Form 4 Filing - JONES DAVID A JR/KY @ CONNECTURE INC - 2018-04-25

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
JONES DAVID A JR/KY
2. Issuer Name and Ticker or Trading Symbol
CONNECTURE INC [ CNXR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
18500 W. CORPORATE DR., STE. 250
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2018
(Street)
BROOKFIELD, WI53045
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
Common Stock 04/25/2018 J( 1 ) 57,696 D $ 0 ( 1 ) 0 ( 1 ) I By David A. Jones, Jr. Revocable Trust
Common Stock 04/25/2018 J( 1 ) 4,007,162 D $ 0 ( 1 ) 0 ( 1 ) I By Chrysalis Ventures II L.P. ( 2 )
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 ( 3 ) 04/25/2018 J( 1 ) 2,000 05/02/2016 ( 3 ) Common Stock 585,160 ( 3 ) $ 0 ( 1 ) ( 3 ) 0 ( 1 ) I By Chrysalis Ventures II L.P. ( 2 )
Series B Convertible Preferred Stock ( 4 ) 04/25/2018 J( 1 ) 1,000 03/10/2017 ( 4 ) Common Stock 618,170 ( 4 ) $ 0 ( 1 ) ( 4 ) 0 ( 1 ) I By Chrysalis Ventures II L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JONES DAVID A JR/KY
18500 W. CORPORATE DR., STE. 250
BROOKFIELD, WI53045
X
Signatures
/s/ David A. Jones, Jr. 04/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 25, 2018, FP Healthcare Merger Sub Corporation ("Merger Sub") and FP Healthcare Holdings, Inc. ("Parent") completed its merger (the "Merger") with and into the Issuer, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 4, 2018, by and among Parent, Merger Sub and the Issuer. In connection with the completion of the Merger, each of Mr. Jones and Chrysalis Partners II L.P. ("CV II") contributed all of the shares of Common Stock and Preferred Stock, as applicable, held by him or it, as applicable, (the "Rollover Shares") to the Parent. At the effective time of the Merger, each of the Rollover Shares were canceled and ceased to exist and no consideration was paid in respect of such Rollover Shares.
( 2 )These shares were held directly by CV II. Mr. Jones is a Managing Member of Chrysalis Partners II, LLC, the general partner of CV II. Mr. Jones disclaims beneficial ownership of the shares held by CV II, except to the extent of any pecuniary interest therein.
( 3 )The Series A Convertible Preferred Stock was convertible into Common Stock at a rate equal to (i) the sum of (a) the original purchase price ($1,000 per share) plus (b) all accrued and unpaid dividends thereon up to but not including the conversion date, divided by (ii) the conversion price of the Common Stock at such time, which initially was $4.50 per share, subject to customary anti-dilution adjustments. As of April 25, 2018, the number of shares of Common Stock deliverable upon conversion of each share of Series A Convertible Preferred Stock was equal to approximately 292.58 shares. The Series A Preferred Stock was convertible at any time and had no expiration date.
( 4 )The Series B Convertible Preferred Stock was convertible into Common Stock at a rate equal to (i) the sum of (a) the original purchase price ($1,000 per share) plus (b) all accrued and unpaid dividends thereon up to but not including the conversion date, divided by (ii) the conversion price of the Common Stock at such time, which initially was $1.91 per share, subject to customary anti-dilution adjustments. As of April 25, 2018, the number of shares of Common Stock deliverable upon conversion of each share of Series B Convertible Preferred Stock was equal to approximately 618.17 shares. The Series B Preferred Stock was convertible at any time and had no expiration date.

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