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Form 4 INTERSECTIONS INC For: Jan 11 Filed by: Fialkow David P

January 15, 2019 6:21 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
General Catalyst Group IX, L.P.
(Last) (First) (Middle)
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD, 4TH FLOOR
(Street)
CAMBRIDGE MA 02138
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERSECTIONS INC [ INTX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/11/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (1) (2) 01/11/2019   J (3) (4)   13,240,089 (3) (4) (5) A $ 2.27 (4) (5) 13,240,089 (5) I See Footnotes (1) (2) (10)
Common Stock (1) (2) 01/11/2019   J (6) (7)   11,103,640 (6) (7) A (6) 24,343,729 I See Footnotes (1) (2) (10)
Common Stock (1) (2) 01/11/2019 (3) (8)   P (3)   13,443,400 (3) (8) A $ 3.38 (3) 37,787,129 I See Footnotes (1) (2) (10)
Common Stock (1) (2) 01/11/2019   J (9)   37,787,129 (9) D $ 0 (9) 0 (9) I See Footnotes (1) (2) (10)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Senior Convertible Note $ 2.27 (3) (4) 01/11/2019   J (3) (4)     30,055,000 (3) (4) (5)   (4) 10/31/2021 Common Stock 13,240,089 (3) (4) (5) (4) (5) 0 I (10) See Footnotes (1) (2) (10)
Explanation of Responses:
1. This statement on Form 4 is being jointly filed by General Catalyst Group IX, L.P., a Delaware limited partnership ("GC IX"), GC Entrepreneurs Fund IX, L.P., a Delaware limited partnership (together with GC IX, the "GC Funds"), General Catalyst Partners IX, L.P., a Delaware limited partnership, General Catalyst GP IX, LLC, a Delaware limited liability company, General Catalyst Group Management, LLC, a Delaware limited liability company, Kenneth I. Chenault, Joel E. Cutler, David P. Fialkow and Hemant Taneja (collectively, the "Reporting Persons"), and relates to the common stock, par value $0.01 per share ("Common Stock"), of Intersections Inc., a Delaware corporation (the "Company"). The GC Funds are stockholders of a joint venture, WC SACD One, Inc., a Delaware corporation ("WC SACD"). WC SACD One Parent, Inc., a Delaware corporation ("Parent"), is a direct wholly-owned subsidiary of WC SACD.
2. (Continued from Footnote 1) Prior to the Merger (as defined below), WC SACD One Merger Sub, Inc., a Delaware corporation ("Merger Sub"), was a direct wholly-owned subsidiary of Parent.
3. On January 11, 2019, Parent completed its acquisition of the Company pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 31, 2018, as amended (the "Merger Agreement"), by and among Parent, Merger Sub and the Company, wherein Merger Sub merged with and into the Company, with the Company surviving as an indirect wholly-owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, Merger Sub conducted a tender offer (the "Offer") for all issued and outstanding shares of Common Stock (other than certain shares that certain stockholders agreed to roll over in the transaction), at a price of $3.68 per share, in cash, without interest and less any applicable withholding taxes. The Offer expired on January 4, 2019 at 5 p.m. New York City time. On January 7, 2019, Merger Sub accepted for payment all shares validly tendered and not withdrawn in the Offer.
4. On January 11, 2019, immediately prior to the effective time of the Merger, the outstanding principal balance of the senior convertible note held by Parent (the "Parent Note"), together with all accrued and unpaid interest thereon, automatically converted in accordance with its terms into shares of Common Stock, at a conversion price equal to $2.27 per share. The terms of the Parent Note, which was purchased by Parent in an aggregate principal amount of $30,000,000 on October 31, 2018, provided that it would convert into shares of Common Stock or the Company's 6.0% Series A Preferred Stock, par value $0.01 per share, as applicable, pursuant to the terms of the Note Purchase and Exchange Agreement, dated as of October 31, 2018, by and among the Company, Parent and the other noteholders.
5. As of January 11, 2019, the Parent Note had $30,000,000 in outstanding principal balance and had accrued $55,000 in unpaid interest, for a total of $30,055,000. At a conversion price of $2.27 per share, the Parent Note was converted into 13,240,089 shares of Common Stock in accordance with the terms of the Parent Note (the "Note Conversion Shares").
6. Represents shares of Common Stock that were contributed and assigned, immediately prior to the effective time of the Merger, to WC SACD (the "Rollover Shares"), in exchange for equity interests in WC SACD, pursuant to the terms and conditions of those certain Contribution and Assignment Agreements, dated as of October 31, 2018, by and between WC SACD, on the one hand, and each of Loeb Holding Corporation, Michael Stanfield, Stanfield Family Investments LLC and David McGough, on the other hand.
7. Immediately following the contribution and assignment of the Rollover Shares to WC SACD and prior to the effective time of the Merger, WC SACD contributed and assigned the Rollover Shares to Parent. As such, Parent became the direct beneficial owner of the Rollover Shares.
8. Represents (i) 13,435,388 shares of Common Stock owned directly by Merger Sub (which such shares were purchased by Merger Sub on January 7, 2019 in connection with the closing of the Offer) and (ii) 8,012 shares of Common Stock that were validly delivered pursuant to notice of guaranteed delivery procedures and purchased by Merger Sub upon closing of the Offer on January 11, 2019 (the "Tender Offer Shares").
9. In accordance with the terms of the Merger Agreement, at the effective time of the Merger, all issued and outstanding shares of Common Stock held by Parent and Merger Sub were automatically cancelled in the Merger for no consideration.
10. Because of the relationship among the Reporting Persons, WC SACD, Parent and Merger Sub, each of the Reporting Persons may be deemed to indirectly beneficially own shares of Common Stock beneficially owned by Parent and Merger Sub. Each of the Reporting Persons disclaims beneficial ownership of the securities reported on this Form 4, except to the extent of its or his pecuniary interest therein, and the reporting of such securities on this Form 4 shall not be construed as an admission that any of the Reporting Persons is the beneficial owner thereof for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
Remarks:
Exhibit 24.1 Limited Power of Attorney - Kenneth I. Chenault Exhibit 24.2 Limited Power of Attorney - Joel E. Cutler, David P. Fialkow, Hemant Taneja
GENERAL CATALYST GROUP IX, L.P., By: General Catalyst Partners IX, L.P., Its General Partner, By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer 01/15/2019
** Signature of Reporting Person Date
GC ENTREPRENEURS FUND IX, L.P., By: General Catalyst Partners IX, L.P., Its General Partner, By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer 01/15/2019
** Signature of Reporting Person Date
GENERAL CATALYST PARTNERS IX, L.P., By: General Catalyst GP IX, LLC, Its General Partner, /s/ Christopher McCain, Chief Legal Officer 01/15/2019
** Signature of Reporting Person Date
GENERAL CATALYST GP IX, LLC, By: General Catalyst Group Management, LLC, Its Manager, /s/ Christopher McCain, Chief Legal Officer 01/15/2019
** Signature of Reporting Person Date
GENERAL CATALYST GROUP MANAGEMENT, LLC, /s/ Christopher McCain, Chief Legal Officer 01/15/2019
** Signature of Reporting Person Date
/s/ Christopher McCain, attorney-in-fact for Kenneth I. Chenault 01/15/2019
** Signature of Reporting Person Date
/s/ Christopher McCain, attorney-in-fact for Joel E. Cutler 01/15/2019
** Signature of Reporting Person Date
/s/ Christopher McCain, attorney-in-fact for David P. Fialkow 01/15/2019
** Signature of Reporting Person Date
/s/ Christopher McCain, attorney-in-fact for Hemant Taneja 01/15/2019
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                    Exhibit 24.1
                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each undersigned person hereby
constitutes and appoints William J. Fitzgerald, Christopher McCain, Mark Allen
and, Anthony Dell and each of them, with full power to act without the others,
such person's true and lawful attorney-in-fact, with full power of substitution,
to sign any and all instruments, certificates and documents that may be
necessary, desirable or appropriate to be executed on behalf of such person as
an individual or in such person's capacity as a direct or indirect general
partner, director, officer or manager of any partnership, corporation or limited
liability company, pursuant to section 13 or 16 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and any and all regulations
promulgated thereunder, and to file the same, with all exhibits thereto, and any
other documents in connection therewith, with the Securities and Exchange
Commission, and with any other entity when and if such is mandated by the
Exchange Act or by the Financial Industry Regulatory Authority, granting unto
said attorney-in-fact full power and authority to do and perform each and every
act and thing necessary, desirable or appropriate, fully to all intents and
purposes as such person might or could do in person, thereby ratifying and
confirming all that said attorney-in-fact, or such person's substitutes, may
lawfully do or cause to be done by virtue hereof. This Power of Attorney shall
remain in full force and effect with respect to each undersigned person unless
and until six months after such person is both no longer a Managing Director of
General Catalyst Partners and no longer serving on the board of directors of any
portfolio company of any General Catalyst Partners fund.

        IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
30th day of October, 2018.



                                        /s/ Kenneth I. Chenault
                                        ----------------------------------------
                                        Kenneth I. Chenault



                                        /s/ Kyle T. Doherty
                                        ----------------------------------------
                                        Kyle T. Doherty



                                        /s/ Holly Maloney
                                        ----------------------------------------
                                        Holly Maloney



                                        /s/ Paul L. Sagan
                                        ----------------------------------------
                                        Paul L. Sagan


                                                                    Exhibit 24.2
                               POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints William J. Fitzgerald, Christopher McCain and Mark
Allen, and each of them, with full power to act without the others, his true and
lawful attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a direct or indirect general partner, director, officer or manager
of any partnership, corporation or limited liability company, pursuant to
section 13 or 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all regulations promulgated thereunder, and to file
the same, with all exhibits thereto, and any other documents in connection
therewith, with the Securities and Exchange Commission, and with any other
entity when and if such is mandated by the Exchange Act or by the Financial
Industry Regulatory Authority, granting unto said attorney-in-fact full power
and authority to do and perform each and every act and thing necessary,
desirable or appropriate, fully to all intents and purposes as he might or could
do in person, thereby ratifying and confirming all that said attorney-in-fact,
or his substitutes, may lawfully do or cause to be done by virtue hereof. This
Power of Attorney shall remain in full force and effect with respect to each
undersigned person unless and until six months after such person is both no
longer a Managing Director of General Catalyst Partners and no longer serving on
the board of directors of any portfolio company of any General Catalyst Partners
fund.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 7th day of
October, 2014.


                                        /s/ Lawrence S. Bohn
                                        ----------------------------------------
                                        Lawrence S. Bohn

                                        /s/ Joel E. Cutler
                                        ----------------------------------------
                                        Joel E. Cutler

                                        /s/ David P. Fialkow
                                        ----------------------------------------
                                        David P. Fialkow

                                        /s/ William J. Fitzgerald
                                        ----------------------------------------
                                        William J. Fitzgerald

                                        /s/ Stephen A. Herrod
                                        ----------------------------------------
                                        Stephen A. Herrod

                                        /s/ David J. Orfao
                                        ----------------------------------------
                                        David J. Orfao

                                        /s/ Neil F. Sequeira
                                        ----------------------------------------
                                        Neil F. Sequeira

                                        /s/ Brian J. Shortsleeve
                                        ----------------------------------------
                                        Brian J. Shortsleeve

                                        /s/ Hemant Taneja
                                        ----------------------------------------
                                        Hemant Taneja

                                        /s/ Adam A. Valkin
                                        ----------------------------------------
                                        Adam A. Valkin

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