Sec Form 4 Filing - Francisco Partners GP IV Management Ltd @ 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
Francisco Partners GP IV Management Ltd
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)
C/O FRANCISCO PARTNERS MANAGEMENT, L.P., ONE LETTERMAN DRIVE, BUILDING C -STE 410
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2018
(Street)
SAN FRANCISCO, CA94129
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 04/25/2018 J 3,624,022 ( 1 ) D $ 0 ( 2 ) 0 I See Footnotes ( 3 ) ( 4 )
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 ( 5 ) 04/25/2018 J 50,000 ( 6 ) ( 5 ) ( 5 ) Common Stock 14,629,115 ( 5 ) $ 0 ( 2 ) 0 ( 2 ) I See Footnotes ( 3 ) ( 4 )
Series B Convertible Preferred Stock ( 7 ) 04/25/2018 J 16,500 ( 8 ) ( 7 ) ( 7 ) Common Stock 10,199,839 ( 7 ) $ 0 ( 2 ) 0 ( 2 ) I See Footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Francisco Partners GP IV Management Ltd
C/O FRANCISCO PARTNERS MANAGEMENT, L.P.
ONE LETTERMAN DRIVE, BUILDING C -STE 410
SAN FRANCISCO, CA94129
X
Francisco Partners GP IV, L.P.
C/O FRANCISCO PARTNERS MANAGEMENT, L.P.
ONE LETTERMAN DRIVE, BUILDING C -STE 410
SAN FRANCISCO, CA94129
X
FRANCISCO PARTNERS IV-A, L.P.
C/O FRANCISCO PARTNERS MANAGEMENT, L.P.
ONE LETTERMAN DRIVE, BUILDING C -STE 410
SAN FRANCISCO, CA94129
X
FRANCISCO PARTNERS IV, L.P.
C/O FRANCISCO PARTNERS MANAGEMENT, L.P.
ONE LETTERMAN DRIVE, BUILDING C -STE 410
SAN FRANCISCO, CA94129
X
Signatures
FRANCISCO PARTNERS IV, L.P., By: Francisco Partners GP IV, L.P., its General Partner, By: Francisco Partners GP IV Management Limited, its General Partner, By: /s/ Ezra Perlman Name: Ezra Perlman, Title: Co-President 04/27/2018
Signature of Reporting Person Date
FRANCISCO PARTNERS IV-A, L.P., By: Francisco Partners GP IV, L.P., its General Partner, By: Francisco Partners GP IV Management Limited, its General Partner, By: /s/ Ezra Perlman Name: Ezra Perlman, Title: Co-President 04/27/2018
Signature of Reporting Person Date
FRANCISCO PARTNERS GP IV, L.P., By: Francisco Partners GP IV Management Limited, its General Partner, By: /s/ Ezra Perlman Name: Ezra Perlman, Title: Co-President 04/27/2018
Signature of Reporting Person Date
FRANCISCO PARTNERS GP IV MANAGEMENT LIMITED, By: /s/ Ezra Perlman Name: Ezra Perlman, Title: Co-President 04/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 2,414,050 shares of common stock, par value $0.001 per share ("Common Stock") of Connecture, Inc. (the "Issuer") directly held by Francisco Partners IV, L.P. ("FP IV") and 1,209,972 shares of Common Stock directly held by Francisco Partners IV-A, L.P. ("FP IV-A").
( 2 )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, FP IV and FP IV-A (together, the "FP Investors") contributed all of the shares of Common Stock and Preferred Stock held by the FP Investors (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.
( 3 )The general partner of both FP IV and FP IV-A is Francisco Partners GP IV, L.P. ("FP GP"). The general partner of FP GP is Francisco Partners GP IV Management Limited ("FP GP Management" and collectively with FP IV, FP IV-A and FP GP, "Francisco Partners"). The Directors of FP GP Management are Mr. Dipanjan Deb and Mr. Tom Ludwig and the Investment Committee of FP GP Management consists of Mr. Deb, Mr. David Golob, Mr. Ezra Perlman, and Mr. Keith Geeslin (collectively, the "FP Directors"). Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
( 4 )Each of such Francisco Partners entities and the FP Directors may be deemed to beneficially own the securities of the Issuer beneficially owned by FP IV and FP IV-A directly or indirectly controlled by it, but each (other than FP IV and FP IV-A to the extent of their direct holdings) disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
( 5 )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.
( 6 )Consists of 33,306 shares of Series A Preferred Stock directly held by FP IV and 16,694 shares of Series A Preferred Stock directly held by FP IV-A.
( 7 )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.
( 8 )Consists of 10,991 shares of Series B Preferred Stock directly held by FP IV and 5,509 shares of Series B Preferred Stock directly held by FP IV-A.

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