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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 7.75 | 07/15/2010 | G | V | 124,860 | (3) | 11/01/2010 | Common Stock | 124,860 | $ 0 | 0 (1) | D | |||
Employee Stock Option (right to buy) | $ 7.75 | 07/15/2010 | G | V | 124,860 | (3) | 11/01/2010 | Common Stock | 124,860 | $ 0 | 124,860 (1) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 7.75 | 08/06/2010 | G | V | 56,187 | (3) | 11/01/2010 | Common Stock | 56,187 | $ 0 | 124,860 (2) | I | By Stanfield Family Investments | ||
Employee Stock Option (right to buy) | $ 8.11 | 07/15/2010 | G | V | 83,240 | (4) | 02/08/2012 | Common Stock | 83,240 | $ 0 | 0 (1) | D | |||
Employee Stock Option (right to buy) | $ 8.11 | 07/15/2010 | G | V | 83,240 | (4) | 02/08/2012 | Common Stock | 83,240 | $ 0 | 83,240 (1) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 8.11 | 08/06/2010 | G | V | 37,458 | (4) | 02/08/2012 | Common Stock | 37,458 | $ 0 | 83,240 (2) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 8.11 | 07/15/2010 | G | V | 49,944 | (5) | 12/24/2012 | Common Stock | 49,944 | $ 0 | 0 (1) | D | |||
Employee Stock Option (right to buy) | $ 8.11 | 07/15/2010 | G | V | 49,944 | (5) | 12/24/2012 | Common Stock | 49,944 | $ 0 | 49,944 (1) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 8.11 | 08/06/2010 | G | V | 22,475 | (5) | 12/24/2012 | Common Stock | 22,475 | $ 0 | 49,944 (2) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 8.11 | 07/15/2010 | G | V | 66,592 | (6) | 01/02/2013 | Common Stock | 66,592 | $ 0 | 0 (1) | D | |||
Employee Stock Option (right to buy) | $ 8.11 | 07/15/2010 | G | V | 66,592 | (6) | 01/02/2013 | Common Stock | 66,592 | $ 0 | 66,592 (1) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 8.11 | 08/06/2010 | G | V | 29,966 | (6) | 01/02/2013 | Common Stock | 29,966 | $ 0 | 66,592 (2) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 13 | 07/15/2010 | G | V | 250,000 | (7) | 01/19/2015 | Common Stock | 250,000 | $ 0 | 0 (1) | D | |||
Employee Stock Option (right to buy) | $ 13 | 07/15/2010 | G | V | 250,000 | (7) | 01/19/2015 | Common Stock | 250,000 | $ 0 | 250,000 (1) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 13 | 08/06/2010 | G | V | 112,500 | (7) | 01/19/2015 | Common Stock | 112,500 | $ 0 | 250,000 (2) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 3.1 | 07/15/2010 | G | V | 340,694 | (8) | 05/20/2019 | Common Stock | 340,694 | $ 0 | 0 (1) | D | |||
Employee Stock Option (right to buy) | $ 3.1 | 07/15/2010 | G | V | 340,694 | (8) | 05/20/2019 | Common Stock | 340,694 | $ 0 | 340,694 (1) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 3.1 | 08/06/2010 | G | V | 153,312 | (8) | 05/20/2019 | Common Stock | 153,312 | $ 0 | 340,694 (2) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 5.48 | 07/15/2010 | G | V | 111,066 | (9) | 03/24/2019 | Common Stock | 111,066 | $ 0 | 0 (1) | D | |||
Employee Stock Option (right to buy) | $ 5.48 | 07/15/2010 | G | V | 111,066 | (9) | 03/24/2019 | Common Stock | 111,066 | $ 0 | 111,066 (1) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 5.48 | 08/06/2010 | G | V | 49,980 | (9) | 03/24/2019 | Common Stock | 49,980 | $ 0 | 111,066 (2) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 4.32 | 07/15/2010 | G | V | 119,880 | (10) | 01/26/2020 | Common Stock | 119,880 | $ 0 | 0 (1) | D | |||
Employee Stock Option (right to buy) | $ 4.32 | 07/15/2010 | G | V | 119,880 | (10) | 01/26/2020 | Common Stock | 119,880 | $ 0 | 119,880 (1) | I | By Stanfield Family Investments LLC | ||
Employee Stock Option (right to buy) | $ 4.32 | 08/06/2010 | G | V | 53,946 | (10) | 01/26/2020 | Common Stock | 53,946 | $ 0 | 119,880 (2) | I | By Stanfield Family Investments LLC | ||
Restricted Stock Unit | (11) | 07/15/2010 | G | V | 16,875 | (12) | (11) | Common Stock | 16,875 | $ 0 | 0 (1) | D | |||
Restricted Stock Unit | (11) | 07/15/2010 | G | V | 16,875 | (12) | (11) | Common Stock | 16,875 | $ 0 | 16,875 (1) | I | By Stanfield Family Investments LLC | ||
Restricted Stock Unit | (11) | 08/06/2010 | G | V | 7,594 | (12) | (11) | Common Stock | 7,594 | $ 0 | 16,875 (2) | I | By Stanfield Family Investments LLC | ||
Restricted Stock Unit | (11) | 07/15/2010 | G | V | 17,500 | (13) | (11) | Common Stock | 17,500 | $ 0 | 0 (1) | D | |||
Restricted Stock Unit | (11) | 07/15/2010 | G | V | 17,500 | (13) | (11) | Common Stock | 17,500 | $ 0 | 17,500 (1) | I | By Stanfield Family Investments LLC | ||
Restricted Stock Unit | (11) | 08/06/2010 | G | V | 7,875 | (13) | (11) | Common Stock | 7,875 | $ 0 | 17,500 (2) | I | By Stanfield Family Investments LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STANFIELD MICHAEL R C/O INTERSECTIONS INC. 3901 STONECROFT BOULEVARD CHANTILLY, VA 20151 |
X | Chairman and CEO |
/s/ Todd Lenson | 11/09/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reporting person transferred these securities to Stanfield Family Investments LLC, a Virginia limited liability company ("SFI LLC"), of which the reporting person is the Managing Member and of which the reporting person and his wife were then the sole members. |
(2) | Represents separate transfers of LLC interests in SFI LLC to trusts for the benefit of the reporting person's children. The transfers in the aggregate represented a 45% interest in SFI LLC. The reporting person disclaims beneficial ownership of the company's common stock, RSUs and/or options held by SFI LLC except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of section 16 or for any other purpose. |
(3) | The option fully vested on November 1, 2004. |
(4) | The option fully vested on February 8, 2006. |
(5) | The option fully vested on December 24, 2006. |
(6) | The option fully vested on January 1, 2007. |
(7) | The option fully vested on January 1, 2009. |
(8) | The options vest in four equal installments beginning on May 20, 2010. |
(9) | The options vest in four equal annual installments beginning on March 24, 2010. |
(10) | The options will vest in four equal annual installments beginning on January 26, 2011. |
(11) | Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's common stock or, at the Issuer's option, cash or a combination of the two. |
(12) | RSUs vest on March 1, 2011. |
(13) | RSUs vest in two equal annual installments beginning January 17, 2011. |
(14) | The reporting person transferred this option to SFI LLC, as a gift, on July 15, 2010. The exercise of this option by SFI LLC resulted in taxable income to the reporting person for which the reporting person instructed the Issuer to withhold shares at the time of exercise. |
(15) | The reporting person disclaims beneficial ownership of all securities held by SFI LLC except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of section 16 or for any other purpose. |
Remarks: TABLE II to be continued with another Form 4, Profile #0001095277_4_11-01-2010_85390. SEC would not allow more than 30 entries in TABLE II. |