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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 | ||||||||
Restricted Stock Unit | (1) | 05/20/2009 | A | 56,544 | (2) | (2) | Common Stock | 56,544 | $ 0 | 56,544 | D | ||||
Employee Stock Option (right to buy) | $ 3.1 | 05/20/2009 | A | 33,699 | (3) | 05/20/2019 | Common Stock | 33,699 | $ 0 | 33,699 | D | ||||
Employee Stock Option (right to buy) | $ 17 | 05/20/2009 | D | 20,000 | (4) | 05/03/2014 | Common Stock | 20,000 | (4) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 13 | 05/20/2009 | D | 25,000 | (5) | 01/19/2015 | Common Stock | 25,000 | (5) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 9.9 | 05/20/2009 | D | 42,000 | (6) | 03/06/2017 | Common Stock | 42,000 | (6) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 8.39 | 05/20/2009 | D | 69,016 | (7) | 01/16/2018 | Common Stock | 69,016 | (7) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 3.1 | 05/20/2009 | A | 84,936 | (3) | 05/20/2019 | Common Stock | 84,936 | (8) | 84,936 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Schwartz Steven C/O INTERSECTIONS INC. 14901 BOGLE DRIVE CHANTILLY, VA 20151 |
Executive Vice President |
/s/ Todd E. Lenson | 05/22/2009 | |
**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) | Each restricted stock unit 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. |
(2) | The restricted stock units will vest in four equal annual installments beginning on March 24, 2010. |
(3) | The options will vest in four equal annual installments beginning on March 24, 2010. |
(4) | On May 20, 2009, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on April 30, 2004. The option was fully vested. In exchange, the reporting person received a replacement option on May 20, 2009, for 2,456 shares, having an exercise price equal to the market price of the Issuer's common stock on the grant date. |
(5) | On May 20, 2009, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on January 20, 2005. The option was fully vested. In exchange, the reporting person received a replacement option on May 20, 2009, for 4,527 shares, having an exercise price equal to the market price of the Issuer's common stock on the grant date. |
(6) | On May 20, 2009, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on March 7, 2007. The option provided for vesting in four equal annual installments beginning on March 1, 2008. In exchange, the reporting person received a replacement option on May 20, 2009, for 23,932 shares, having an exercise price equal to the market price of the Issuer's common stock on the grant date. |
(7) | On May 20, 2009, the Issuer canceled, pursuant to the Issuer's option exchange program, an option granted to the reporting person on January 17, 2008. The option provided for vesting in four equal annual installments beginning on January 17, 2009. In exchange, the reporting person received a replacement option on May 20, 2009, for 54,021 shares, having an exercise price equal to the market price of the Issuer's common stock on the grant date. |
(8) | See footnotes 4-7 above. Represents replacement options for all canceled options surrendered pursuant to the Issuer's option exchange program. |