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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONNECTURE INC [ CNXR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series B Convertible Preferred Stock | (1) | 03/10/2017 | P | 16,500(2) | (1) | (1) | Common Stock | 8,638,743 | $1,000 | 16,500 | I | See Footnotes(2)(3)(4) |
Explanation of Responses: |
1. The number of shares of common stock of Connecture, Inc. (the "Issuer"), having par value of $0.001 per share (the "Common Stock"), deliverable upon conversion of each share of Series B Convertible Preferred Stock, par value $0.001 per share (the "Series B Preferred Stock"), is equal to approximately 523.56 shares, subject to customary adjustments. The Series B Preferred Stock is convertible at any time and has no expiration date. The Issuer may mandatorily convert the Series B Preferred Stock into Common Stock after March 10, 2019, if certain conditions are met. |
2. These securities are directly held by Francisco Partners IV, L.P. ("FP IV") and Francisco Partners IV-A, L.P. ("FP IV-A"). As of the date of this filing, FP IV holds 10,991 shares of Series B Preferred Stock of the Issuer and FP IV-A holds 5,509 shares of Series B Preferred Stock. |
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"). 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. |
4. Mr. Perlman, an officer of an affiliate of Francisco Partners Management, L.P. ("Francisco Partners"), is a member of the board of directors of the Issuer. FP IV, FP IV-A, FP GP and FP GP Management are affiliates of Francisco Partners and have each filed a separate Form 4 reporting the acquisition of securities of the Issuer that each may be deemed to beneficially own. Mr. Perlman disclaims beneficial ownership of any securities of the Issuer that may be deemed to be beneficially owned by affiliates of Francisco Partners, including FP IV, FP IV-A, FP GP and FP GP Management, except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ EZRA PERLMAN, Title: Director | 03/14/2017 | |
** 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. |