Amended Statement of Ownership (sc 13g/a)
January 03 2017 - 9:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Connecture,
Inc.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)
20786J106
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒
Rule 13d-1(d)
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*
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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 the disclosures provided in a prior cover page.
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The information required in 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).
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CUSIP No. 20786J106
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SCHEDULE 13G/A
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Page
2
of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
SSM Venture Partners II, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Tennessee
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
-0-
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
-0-
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
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12.
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 20786J106
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SCHEDULE 13G/A
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Page
3
of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
SSM Venture Associates, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Tennessee
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
-0-
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
-0-
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
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12.
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 20786J106
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SCHEDULE 13G/A
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Page
4
of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
SSM II, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Tennessee
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
-0-
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
-0-
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
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12.
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 20786J106
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SCHEDULE 13G/A
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Page
5
of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
SSM Corporation
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Tennessee
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
-0-
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
-0-
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0%
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12.
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 20786J106
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SCHEDULE 13G/A
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Page
6
of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
James D. Witherington, Jr.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
3,950
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
3,950
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0.0%
1
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12.
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TYPE OF REPORTING PERSON
IN
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1
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The percent of class was calculated based on 22,344,764 shares of common stock issued and outstanding as of November 1, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended
September 30, 2016 filed with the Securities and Exchange Commission on November 9, 2016.
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CUSIP No. 20786J106
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SCHEDULE 13G/A
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Page
7
of 11 Pages
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1.
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NAMES OF
REPORTING PERSONS
R. Wilson Orr, III
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE VOTING POWER
3,951
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6.
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SHARED VOTING POWER
-0-
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7.
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SOLE DISPOSITIVE POWER
3,951
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8.
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SHARED DISPOSITIVE POWER
-0-
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,951
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
0.0%
1
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12.
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TYPE OF REPORTING PERSON
IN
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1
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The percent of class was calculated based on 22,344,764 shares of common stock issued and outstanding as of November 1, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended
September 30, 2016 filed with the Securities and Exchange Commission on November 9, 2016.
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CUSIP No. 20786J106
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SCHEDULE 13G/A
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Page
8
of 11 Pages
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Item 1.
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Issuer
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(a)
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Name of Issuer:
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Connecture, Inc. (the “
Issuer
”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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18500 West Corporate Drive, Suite 250
Brookfield, WI 53045
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Item 2.
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Filing Person
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(a) – (c)
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Name of Persons Filing; Address; Citizenship:
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(i) SSM Venture Partners II, L.P., a Tennessee limited
partnership (“
SSMVP
”);
(ii) SSM Venture Associates, L.P., a Tennessee limited partnership
(“
SSMAP
”);
(iii) SSM II, L.P., a Tennessee limited partnership (“
SSM II
”)
(iv) SSM Corporation, a
Tennessee corporation;
(v) James D. Witherington, Jr.
(vi) R. Wilson Orr, III
The address of the principal business office of each of the reporting persons are 6070
Poplar Avenue, Suite 560, Memphis, Tennessee 38119. Each of the individuals named above is a citizen of the United States.
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(d)
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Title of Class of Securities:
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Common stock, $0.001 par value per share, (the “
Common Stock
”)
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(e)
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CUSIP Number:
20786J106
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under Section 15 of the Act;
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(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☐
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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;
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(j)
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☐
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A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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CUSIP No. 20786J106
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SCHEDULE 13G/A
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Page
9
of 11 Pages
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Item 4.
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Ownership.
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(a) and (b)
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Amount beneficially owned:
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(i)
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SSMVP directly owns 0 shares of Common Stock, which represents approximately 0% of the outstanding shares of Common Stock.
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(ii)
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SSMAP directly owns 0 shares of Common Stock, which represents approximately 0% of the outstanding shares of Common Stock.
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(iii)
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SSM II is the general partner of each of SSMVP and SSMAP and may be deemed to beneficially own 0 shares of Common Stock, which represents approximately 0% of the outstanding shares of Common Stock.
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(iv)
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SSM Corporation is the general partner of SSM II and may be deemed to beneficially own 0 shares of Common Stock, which represents approximately 0% of the outstanding shares of Common Stock.
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(v)
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James D. Witherington, Jr. is a director and stockholder of SSM Corporation. Mr. Witherington directly owns 3,950 shares of Common Stock, which represents approximately 0.0% of the outstanding shares of Common Stock.
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(vi)
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R. Wilson Orr, III is a director and stockholder of SSM Corporation. Mr. Orr directly owns 3,951 shares of Common Stock, which represents approximately 0.0% of the outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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Number of Shares of Common Stock
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Reporting Person
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(i)
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(ii)
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(iii)
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(iv)
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SSMVP
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-0-
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-0-
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-0-
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-0-
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SSMAP
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-0-
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-0-
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-0-
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-0-
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SSM II
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-0-
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-0-
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-0-
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-0-
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SSM Corporation
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-0-
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-0-
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-0-
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-0-
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James D. Witherington, Jr.
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3,950
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-0-
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3,950
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-0-
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R. Wilson Orr, III
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3,951
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-0-
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3,951
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-0-
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(i)
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Sole power to vote or direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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The percent of class was calculated
based on 22,344,764 shares of common stock issued and outstanding as of November 1, 2016, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2016 filed with the Securities and Exchange
Commission on November 9, 2016.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒
This Amendment No. 1 to Schedule 13G is being filed to report the fact that as of December 31, 2016, none of the Reporting Persons
is the beneficial owner of more than five percent of the Issuer’s Common Stock. As a result, each of the Reporting Persons to this Amendment No. 1 to Schedule 13G have no further reporting obligations on Schedule 13G with respect to its
ownership of Common Stock of the Issuer, unless and until such time, that any transaction(s) were to occur that would require the Reporting Persons to resume their reporting obligations on Schedule 13G.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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CUSIP No. 20786J106
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SCHEDULE 13G/A
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Page
10
of 11 Pages
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
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CUSIP No. 20786J106
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SCHEDULE 13G/A
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Page
11
of 11 Pages
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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: January 3, 2017
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SSM VENTURE PARTNERS II, L.P.
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By:
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SSM II, L.P., Its General Partner
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By:
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SSM Corporation, Its General Partner
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By:
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/s/ James D. Witherington, Jr.
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James D. Witherington, Jr., President
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SSM VENTURE ASSOCIATES, L.P.
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By:
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SSM II, L.P., Its General Partner
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By:
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SSM Corporation, Its General Partner
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By:
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/s/ James D. Witherington, Jr.
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James D. Witherington, Jr., President
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SSM II, L.P.
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By:
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SSM Corporation, Its General Partner
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By:
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/s/ James D. Witherington, Jr.
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James D. Witherington, Jr., President
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SSM CORPORATION
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By:
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/s/ James D. Witherington, Jr.
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James D. Witherington, Jr., President
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/s/ James D. Witherington, Jr.
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James D. Witherington, Jr.
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/s/ R. Wilson Orr, III
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R. Wilson Orr, III
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Exhibit A
Joint Filing Agreement
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained
herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Dated: January 3, 2017
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SSM VENTURE PARTNERS II, L.P.
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By:
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SSM II, L.P., Its General Partner
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By:
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SSM Corporation, Its General Partner
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By:
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/s/ James D. Witherington, Jr.
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James D. Witherington, Jr., President
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SSM VENTURE ASSOCIATES, L.P.
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By:
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SSM II, L.P., Its General Partner
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By:
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SSM Corporation, Its General Partner
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By:
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/s/ James D. Witherington, Jr.
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James D. Witherington, Jr., President
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SSM II, L.P.
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By:
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SSM Corporation, Its General Partner
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By:
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/s/ James D. Witherington, Jr.
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James D. Witherington, Jr., President
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SSM CORPORATION
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By:
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/s/ James D. Witherington, Jr.
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James D. Witherington, Jr., President
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/s/ James D. Witherington, Jr.
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James D. Witherington, Jr.
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/s/ R. Wilson Orr, III
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R. Wilson Orr, III
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