Amended Statement of Beneficial Ownership (sc 13d/a)
August 10 2017 - 4:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
INTERSECTIONS INC.
(Name
of Issuer)
Common Stock, par value $0.01
(Title of Class
of Securities)
460981301
(CUSIP Number)
Osmium Partners, LLC
300 Drakes Landing Road,
Suite 172
Greenbrae, CA 94904
Attention: John H. Lewis
Telephone: (415) 785-4044
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
August 8, 2017
(Date of Event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [ ].
Note.
Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits.
See
Rule 13d-7(b) for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for
a reporting persons 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 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
1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only).
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John H. Lewis
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
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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
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United States
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5.
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Sole Voting Power
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Number of
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31,165
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Shares
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6.
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Shared Voting Power
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Beneficially
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owned by
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3,448,115
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Each
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7.
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Sole Dispositive Power
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Reporting
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Person
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31,165
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With:
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8.
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Shared Dispositive Power
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3,479,280
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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3,479,280
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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14.57%
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12.
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Type of Reporting Person (See Instructions)
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IN
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CUSIP No. 460981301
1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only).
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Osmium Partners, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
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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
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Delaware
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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|
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owned by
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3,448,115
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Each
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7.
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Sole Dispositive Power
|
Reporting
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|
|
Person
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0
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With:
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8.
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Shared Dispositive Power
|
|
|
|
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3,448,115
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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3,448,115
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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|
|
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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14.44%
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12.
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Type of Reporting Person (See Instructions)
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IA, OO
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CUSIP No. 460981301
1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only).
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Osmium Capital, LP
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
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|
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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
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Delaware
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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|
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owned by
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1,629,701
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Each
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7.
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Sole Dispositive Power
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Reporting
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|
Person
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0
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With:
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8.
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Shared Dispositive Power
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|
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1,629,701
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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1,629,701
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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|
|
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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6.83%
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12.
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Type of Reporting Person (See Instructions)
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PN
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CUSIP No. 460981301
1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities
only).
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Osmium Capital II, LP
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
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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
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Delaware
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
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owned by
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826,792
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Each
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7.
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Sole Dispositive Power
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Reporting
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|
|
Person
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0
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With:
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8.
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Shared Dispositive Power
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|
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826,792
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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|
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826,792
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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|
|
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[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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3.46%
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12.
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Type of Reporting Person (See Instructions)
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PN
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CUSIP No. 460981301
1.
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Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities
only).
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Osmium Spartan, LP
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
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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
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Delaware
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5.
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Sole Voting Power
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
|
|
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owned by
|
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460,812
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Each
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7.
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Sole Dispositive Power
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Reporting
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|
Person
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0
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With:
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8.
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Shared Dispositive Power
|
|
|
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460,812
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
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460,812
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
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11.
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Percent of Class Represented by Amount in Row (9)
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1.93%
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12.
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Type of Reporting Person (See Instructions)
|
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|
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PN
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CUSIP No. 460981301
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
|
|
|
Osmium Diamond, LP
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2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
|
|
3.
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SEC Use Only
|
|
|
|
|
4.
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Citizenship or Place of Organization
|
|
|
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Delaware
|
|
5.
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Sole Voting Power
|
|
|
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Number of
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0
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Shares
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6.
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Shared Voting Power
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Beneficially
|
|
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owned by
|
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530,810
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Each
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7.
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Sole Dispositive Power
|
Reporting
|
|
|
Person
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0
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With:
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8.
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Shared Dispositive Power
|
|
|
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|
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530,810
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9.
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Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
530,810
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
11.
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Percent of Class Represented by Amount in Row (9)
|
|
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2.22%
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12.
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Type of Reporting Person (See Instructions)
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PN
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EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (Amendment No. 2) is
being filed with respect to the beneficial ownership of the Reporting Persons in
Intersections Inc. (Intersections or the Issuer). This Amendment No. 2
supplements the Schedule 13D as previously filed on February 15, 2015 (as
amended, the Schedule 13D). Each Item below amends and supplements the
information disclosed under the corresponding Item of Schedule 13D. Unless
otherwise indicated herein, capitalized terms used but not defined in this
Amendment No. 2 shall have the same meaning herein as are ascribed to such terms
in Schedule 13D. Except as set forth herein, this Amendment No. 2 does not
modify any of the information previously reported by the Reporting Persons in
the Schedule 13D.
This Amendment No. 2 is being filed to report the resignation
of Mr. Lewis from the board of directors of the Issuer effective on August 8,
2017.
ITEM 5. Interest in Securities of the Issuer
(a) The Reporting Persons beneficially own:
|
(i)
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Fund I directly owns 1,629,701 shares of Common Stock
representing 6.83% of all of the outstanding shares of Common Stock of the
Issuer.
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(ii)
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Fund II directly owns 826,792 shares of Common Stock
representing 3.46% of all of the outstanding shares of Common Stock of the
Issuer.
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(iii)
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Fund III directly owns 460,812 shares of Common Stock
representing 1.93% of all of the outstanding shares of Common Stock of the
Issuer.
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(iv)
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Fund IV directly owns 530,810 shares of Common Stock
representing 2.22% of all of the outstanding shares of Common Stock of the
Issuer.
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(v)
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Osmium Partners, as the general partner of each of the
Funds, may be deemed to beneficially own the 3,448,115 shares of Common
Stock held by them, representing 14.44% of all of the outstanding shares
of Common Stock of the Issuer.
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(vi)
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Mr. Lewis individually owns 31,165 shares of Common Stock
representing 0.13% of all of the outstanding shares of Common Stock. Mr.
Lewis may also be deemed to be the beneficial owner of the shares of
Common Stock beneficially owned by Osmium Partners.
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(vii)
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Collectively, the Reporting Persons beneficially own
3,479,280 shares of Common Stock representing 14.57% of all of the
outstanding shares of Common Stock.
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Each Reporting Person disclaims beneficial ownership with
respect to any shares of Common Stock other than the shares owned directly and
of record by such Reporting Person.
The percentages set forth in this response are based on the
23,873,853 shares of Common Stock outstanding as of May 5, 2017, as reported by
the Issuer to Osmium Partners.
(b) Osmium Partners and Mr. Lewis may be deemed to share with
Fund I, Fund II, Fund III and Fund IV (and not with any third party) the power
to vote or direct the vote of and to dispose or direct the disposition of the
1,629,701 shares of Common Stock, 826,792 shares of Common Stock, 460,812 shares
of Common Stock and 530,810 shares of Common Stock reported herein,
respectively. Mr. Lewis, individually, has the power to vote or direct the vote
of and to dispose or direct the disposition of the 31,165 shares of Common Stock
reported herein as individually owned by him.
(c) The following Reporting Persons engaged in the following
transactions with respect to the Issuers Common Stock during the 60 days
preceding August 8, 2017 and the 60 days preceding the date of this filing:
John H. Lewis
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Number
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Price
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of
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per
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Transaction Date
|
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Shares
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Share
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Type of Transaction
|
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8/08/2017
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3,750
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0.00
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RSU Vesting
|
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8/08/2017
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10,000
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0.00
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RSU Vesting
|
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Other than the foregoing, no transactions in the Common Stock
have been effected by the Reporting Persons in the 60 days preceding August 8,
2017 and the 60 days preceding the date of this filing.
(d) Not applicable.
(e) Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit
1 Joint
Filing Agreement *
*Previously Filed
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: August 10, 2017
John H. Lewis
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Osmium Partners, LLC
|
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Osmium Capital, LP
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Osmium Capital II, LP
|
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Osmium Spartan, LP
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Osmium Diamond, LP
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By:
/s/ John H.
Lewis
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John H. Lewis, for himself and as
|
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Managing Member of Osmium
|
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Partners, LLC, for itself and as
|
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General Partner of Osmium
|
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Capital, LP, Osmium Capital II,
|
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LP, Osmium Spartan, LP and Osmium
|
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Diamond, LP
|
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EXHIBIT INDEX
Exhibit 1
|
Joint Filing
Agreement*
|
*Previously Filed
Intersections, Inc. (NASDAQ:INTX)
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