Sec Form 4 Filing - Chrysalis Partners II, LLC @ CONNECTURE INC - 2014-12-17

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
Chrysalis Partners II, 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)
101 S. 5TH ST, SUITE 1650
3. Date of Earliest Transaction (MM/DD/YY)
12/17/2014
(Street)
LOUISVILLE, KY40202
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 12/17/2014 C 4,295,438 A 4,295,438 I By Chrysalis Ventures II, L.P. ( 2 )
Common Stock 12/17/2014 S 288,276 D $ 8 4,007,162 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 ( 1 ) 12/17/2014 C 10,886,316 ( 1 ) ( 1 ) Common Stock 3,628,772 $ 0 0 I By Chrysalis Ventures II, L.P. ( 2 )
Series B Convertible Preferred Stock ( 1 ) 12/17/2014 C 2,000,000 ( 1 ) ( 1 ) Common Stock 666,666 $ 0 0 I By Chrysalis Ventures II, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chrysalis Partners II, LLC
101 S. 5TH ST, SUITE 1650
LOUISVILLE, KY40202
X
CHRYSALIS VENTURES II LP
101 S. 5TH STREET, SUITE 1650
LOUISVILLE, KY40202
X
Signatures
/s/ Scott Heinert for Chrysalis Partners, II, LLC 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for Chrysalis Venture II, L.P. 12/17/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Convertible Preferred Stock and Series B Convertible Preferred Stock converted into common stock on a three-for-one basis and had no expiration date.
( 2 )Shares held directly by Chrysalis Ventures II, L.P. ("CV"). Chrysalis Partners II, LLC, the general partner of CV, may be deemed to have voting and dispositive power over the shares held by CV, and disclaims beneficial ownership of the shares held by CV, except to the extent of any pecuniary interest therein.

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