0000899681-13-000391.txt : 20130515 0000899681-13-000391.hdr.sgml : 20130515 20130515105639 ACCESSION NUMBER: 0000899681-13-000391 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130515 DATE AS OF CHANGE: 20130515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STANFIELD MICHAEL R CENTRAL INDEX KEY: 0001279418 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 14901 BOGLE DRIVE STREET 2: SUITE 300 CITY: CHANTILLY STATE: VA ZIP: 20151 FORMER COMPANY: FORMER CONFORMED NAME: STANDFIELD MICHAEL DATE OF NAME CHANGE: 20040210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERSECTIONS INC CENTRAL INDEX KEY: 0001095277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80290 FILM NUMBER: 13844484 BUSINESS ADDRESS: STREET 1: 3901 STONECROFT BOULEVARD CITY: CHANTILLY STATE: VA ZIP: 20151 BUSINESS PHONE: 7034886100 MAIL ADDRESS: STREET 1: 3901 STONECROFT BOULEVARD CITY: CHANTILLY STATE: VA ZIP: 20151 SC 13G 1 intersections-sc13g_040913.htm SCHEDULE 13G intersections-sc13g_040913.htm
CUSIP No. 460981301
Page 1 of 7


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No. __)*

INTERSECTIONS INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
460981301
(CUSIP Number)
 
N/A
(Date of Event Which Requires Filing of the Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o
Rule 13d-1(b)
   
o
Rule 13d-1(c)
   
þ
Rule 13d-1(d)

*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 


CUSIP No. 460981301
Page 2 of 7


1.
NAME OF REPORTING PERSON
 
Michael R. Stanfield
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) o
 
(b) o
   
3.
SEC USE ONLY
   
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
   
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
   
1,065,961
     
 
6.
SHARED VOTING POWER
   
0
     
 
7.
SOLE DISPOSITIVE POWER
   
1,065,961
     
 
8.
SHARED DISPOSITIVE POWER
   
0
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,065,961
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.8%
   
12.
TYPE OF REPORTING PERSON
 
IN

 
 
 


CUSIP No. 460981301
Page 3 of 7


Item 1(a).
Name of Issuer:
 
Intersections Inc.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
3901 Stonecroft Boulevard, Chantilly, VA 20151
   
Item 2(a).
Name of Person Filing:
 
Michael R. Stanfield
   
Item 2(b).
Address of Principal Business Office or if none, residence:
 
3901 Stonecroft Boulevard, Chantilly, VA 20151
   
Item 2(c).
Citizenship:
 
United States
   
Item 2(d).
Title of Class of Securities:
 
Common stock
   
Item 2(e).
CUSIP Number:
 
460981301

 
 
 


CUSIP No. 460981301
Page 4 of 7


Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
       
 
(a)
o
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
       
 
(b)
o
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
       
 
(c)
o
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
       
 
(d)
o
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
       
 
(e)
o
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
       
 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
       
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
       
 
(k)
o
Group, in accordance with 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___
       
     
Not applicable.

 
 
 


CUSIP No. 460981301
Page 5 of 7


Item 4.
Ownership:
   
 
(a)
Amount beneficially owned: 1,065,961 shares of common stock(1)
       
 
(b)
Percent of Class: 5.8%
       
 
(c)
Number of shares as to which such person has:
       
   
(i)
Sole power to vote or to direct the vote: 1,065,961(1)
       
   
(ii)
Shared power to vote or to direct the vote: 0
       
   
(iii)
Sole power to dispose or to direct the disposition of: 1,065,961(1)
       
   
(iv)
Shared power to dispose or to direct the disposition of: 0
   
Item 5.
Ownership of Five Percent or Less of a Class:
   
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
Not applicable.
   
Item 7.
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or control person:
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
Not applicable.
   
__________
(1)
Includes 585,524 shares held by Stanfield Family Investments LLC (“SFI LLC”), a Virginia limited liability company, of which Mr. Stanfield is the Managing Member and 331,585 shares which Mr. Stanfield has, or will within 60 days of April 1, 2013 have, the right to acquire upon the exercise of stock options, vesting of RSUs or otherwise.  Mr. Stanfield and his wife own a 55% interest in SFI LLC, and trusts for the benefit of their children own the remaining 45% interest.  Mr. Stanfield disclaims beneficial ownership of the shares of common stock held by SFI LLC except to the extent of his pecuniary interest therein.  In addition, Mr. Stanfield’s spouse owns 82,500 shares of common stock of which he disclaims beneficial ownership.

 
 
 



CUSIP No. 460981301
Page 6 of 7


Item 10.
Certifications:
   
 
Not applicable.

 
 
 


CUSIP No. 460981301
Page 7 of 7


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  May 15, 2013
By:
/s/ Michael R. Stanfield
  
   
Michael R. Stanfield
 

 
 
 

 
EXHIBIT LIST

Exhibit A
Power of Attorney, dated May 15, 2013, granted by Michael R. Stanfield
 
 EX-99.A 2 intersections-ex99a_040913.htm POWER OF ATTORNEY intersections-ex99a_040913.htm
 
 
Exhibit A
 
POWER OF ATTORNEY
 
Know all by these presents that the undersigned hereby constitutes and appoints each of Neal Dittersdorf, Todd E. Lenson and Jordan M. Rosenbaum, signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
 
1.
execute for and on behalf of the undersigned, any and all filings, forms, reports and schedules required from time to time to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations thereunder, including, without limitation, Schedules 13D and 13G, together with any and all amendments thereto, with respect to any securities as to which the undersigned, in any capacity, is subject to the reporting and disclosure requirements of Section 13 of the Exchange Act;
 
 
2.
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filing, forms, reports and schedules, complete and execute any amendment or amendments thereto, and timely file such filing, forms, reports and schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
 
3.
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or the attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is Intersections Inc. assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.  This Power of Attorney shall be in addition to, and not in lieu of, any other Power of Attorney granted by the undersigned in connection with any of the foregoing.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of May, 2013.
 
 
/s/ Michael R. Stanfield                                                      
 
Name: Michael R. Stanfield