Sec Form 4 Filing - Great Point Partners I GP, 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
Great Point Partners I GP, 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)
165 MASON ST., 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/17/2014
(Street)
GREENWICH, CT06830
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 5,898,851 A 5,898,851 I By GPP-Connecture LLC ( 2 )
Common Stock 12/17/2014 S 395,886 D $ 8 5,502,965 I By GPP-Connecture LLC ( 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 B Preferred Stock ( 1 ) 12/17/2014 C 17,696,553 ( 1 ) ( 1 ) Common Stock 5,898,851 $ 0 0 I By GPP-Connecture LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Great Point Partners I GP, LLC
165 MASON ST., 3RD FLOOR
GREENWICH, CT06830
X
GREAT POINT PARTNERS I LP
18500 W. CORPORATE DR., STE 250
BROOKFIELD, WI53045
X
GPP - Connecture, LLC
18500 W. CORPORATE DR., STE 250
BROOKFIELD, WI53045
X
GREAT POINT PARTNERS LLC
18500 W. CORPORATE DR., STE 250
BROOKFIELD, WI53045
X
JAY JEFFREY R
18500 W. CORPORATE DR., STE 250
BROOKFIELD, WI53045
X
KROIN DAVID
18500 W. CORPORATE DR., STE 250
BROOKFIELD, WI53045
X
Signatures
/s/ Scott Heinert for Great Point Partners I GP, LLC 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for Great Point Partners I, LP 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for GPP-Connecture LLC 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for Great Point Partners LLC 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for Jeffrey R. Jay 12/17/2014
Signature of Reporting Person Date
/s/ Scott Heinert for David Kroin 12/17/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 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 GPP-Connecture LLC ("GPPC"). Great Point Partners I GP, LLC is the general partner of Great Point Partners I, LP, which is the sole managing member of GPPC. Dr. Jeffrey R. Jay is the senior managing member, and David Kroin is the special managing member, of Great Point Partners LLC, which is the investment manager to Great Point Partners I, L.P. Each of Dr. Jay, Mr. Kroin, Great Point Partners LLC, Great Point Partners I GP, LLC and Great Point Partners I, LP may be deemed to have voting and dispositive power over the shares held by GPPC, and disclaim beneficial ownership of the shares held by GPPC, except to the extent of their pecuniary interest therein.

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