INTX Intersections, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

INTERSECTIONS INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

460981301

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 7, 2019

(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 for other parties to whom copies are to be sent.

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 (“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).

Introduction

This Amendment No. 1 on Schedule 13D/A (this “ Amendment No.  1 ”), is being filed jointly by WC SACD One Merger Sub, Inc. (“ Merger Sub ”), WC SACD One Parent, Inc. (“ Paren t”), WC SACD One, Inc. (“ WC SACD ”), and WndrCo Holdings, LLC (“ WndrCo ,” and together with Merger Sub, Parent and WC SACD, the “ Reporting Persons ”). This Amendment No. 1 amends and supplements the Schedule 13D previously filed by the Reporting Persons on November 13, 2018 (the “ Schedule 13D ”), with respect to the common stock of Intersections Inc., a Delaware corporation (the “ Company ”), par value $0.01 per share (the “ Common Stock ”).

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. 1 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D. Except as set forth in this Amendment No. 1, the information contained in Schedule 13D has not been updated or amended.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented to add the following:

“On January 7, 2019, Merger Sub purchased the 13,435,388 shares of Common Stock validly tendered in and not validly withdrawn from the Offer (as defined in Item 4 below), by the Expiration Date (as defined in Item 4 below), for aggregate cash consideration of approximately $49,442,228.

The source of funds for the Offer was provided in part by a Bridge Note (as defined below) from WndrCo to Parent, and from equity contributions made by WndrCo, iSubscribed and the GC Funds to WC SACD on January 4, 2019, which equity contributions in turn were contributed by WC SACD to Parent, on January 4, 2019. Parent in turn provided such funds to Merger Sub to enable Merger Sub to purchase the shares of Common Stock tendered in the Offer.

On January 4, 2019, Parent issued a secured promissory note (the “ Bridge Note ”) to WndrCo in an aggregate principal amount of $21,000,000. The Bridge Note will mature on March 5, 2019, and may be voluntarily prepaid without premium or penalty at any time. Outstanding amounts under the Bridge Note will accrue interest at a rate equal to (i) the interest rate per annum that would be charged to WndrCo (or its parent company affiliate) for a borrowing that WndrCo (or its parent company affiliate) could make under WndrCo’s (or its parent company affiliate’s) primary secured credit facility (as in effect from time to time) plus (ii) 1.00%, and accrued interest shall be payable monthly. The Bridge Note is secured by a lien over all assets of the Parent. No plans or arrangements to finance or repay the Bridge Note have been made. The foregoing summary of the Bridge Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Bridge Note, a copy of which is incorporated herein by reference to Exhibit 99.14 hereto.”

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented to add the following:

“Expiration of the Offer and Acceptance of Shares

On November 29, 2018, Merger Sub commenced a tender offer to purchase all of the shares of Common Stock of the Company then issued and outstanding (the “ Shares ”) at a price of $3.68 per Share in cash, without interest and less any required withholding taxes (the “ Offer ”), upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger dated October 31, 2018, as amended by Amendment No. 1 thereto, dated as of November 28, 2018, between Parent, Merger Sub and the Company (the “ Merger Agreement ”). Merger Sub’s obligation to accept for payment the Shares tendered in the Offer was conditioned upon, among other things, prior to the Expiration Date: (i) there being validly tendered and “received” (as defined by Section 251(h)(6) of the Delaware General Corporation Law (“ DGCL ”)) and not withdrawn a number of Shares that, considered together with the Shares (including the Rollover Shares), if any, then owned by WC SACD, Parent and their subsidiaries, would represent at least one share of Common Stock more than 50% of the number of Shares (including the Rollover Shares) then issued and outstanding on a fully-diluted basis (disregarding Shares issuable upon conversion of the Notes issued pursuant to the Note Purchase Agreement); and (ii) there being validly tendered and “received” (as defined by Section 251(h)(6) of the DGCL) and not withdrawn a number of Shares that would represent at least one Shares more than 50% of the then outstanding number of Shares not owned by the Rollover Holders, and the executive officers and directors of the Company that are not Rollover Holders (sub-clauses (i) and (ii) collectively, the “ Minimum Condition ”), with any Shares issuable upon conversion of the Notes being disregarded for purposes of calculating the Minimum Condition.

The Offer and withdrawal rights expired at 5:00 P.M. New York City time on Friday, January 4, 2019 (the “ Expiration Date ”). The Depositary for the Offer has indicated that a total of 13,435,388 Shares were validly tendered and not validly withdrawn from the Offer (not including 46,844 Shares tendered pursuant to the notice of guaranteed delivery procedures) (the “ Tendered Shares ”), of which approximately 10,627,218 Shares were tendered by stockholders who are not the Rollover Holders, directors or executive officers (the “ Minority Tendered Shares ”). For clarity, the Tendered Shares do not include the 9,403,366 shares of Common Stock that the Rollover Holders are obligated to roll over in the Offer pursuant to the Contribution and Assignment Agreements.

Pursuant to the Tender and Support Agreements, the Rollover Holders collectively tendered 2,569,671 shares of Common Stock. Immediately prior to the effective time of the Merger, the Rollover Holders will contribute and assign the Rollover Shares to WC SACD, which will immediately thereafter, and prior to the effective time of the Merger, contribute and assign the Rollover Shares to Parent. Pursuant to the Merger Agreement, the Rollover Shares owned by Parent at the effective time of the Merger will be cancelled for no consideration.”

Item 5. Interest in Securities of the Issuer.

(a) – (b) is hereby restated in its entirety as follows:

“Items 7 through 11 and 13 of the cover page of this Amendment No. 1 and the footnotes thereto are incorporated herein by reference. All shares reported as beneficially owned due to the Tender and Support Agreements and Note Purchase Agreement are reported to the knowledge of the Reporting Persons based on the representations of the Company and the Rollover Holders.

Due to the nature of the transactions contemplated by the Merger Agreement, the Tender and Support Agreements, the Note Purchase Agreement, and the Contribution and Assignment Agreement, the Reporting Persons, along with the Rollover Holders, may be deemed members of a 13(d) group.

For Section 16 purposes, the Reporting Persons disclaim beneficial ownership over the shares reported herein, except to the extent of their pecuniary interest therein. ”

(d) is hereby restated in its entirety as follows:

“The Rollover Holders retain their rights to receive dividends from, or the proceeds from the sale of, shares of Common Stock currently held by the Rollover Holders and not tendered in the Offer.”

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented to add the following:

“Merger Agreement Amendment

On November 28, 2018, Parent entered into Amendment No. 1 to Agreement and Plan of Merger (the “ Amendment ”) with Merger Sub and the Company. The Amendment clarifies that any Shares (as defined therein) issuable upon conversion of the Notes, with aggregate principal amount of $34,000,000, that were issued pursuant to the Note Purchase Agreement will be disregarded for purposes of calculating the Minimum Condition (as defined therein). Other than as expressly modified pursuant to the Amendment, the Merger Agreement remains in full force and effect as originally executed on October 31, 2018. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is incorporated herein by reference to Exhibit 99.15 hereto.

Bridge Note

“On January 4, 2019, Parent issued the Bridge Note to WndrCo in an aggregate principal amount of $21,000,000. The Bridge Note will mature on March 5, 2019, and may be voluntarily prepaid without premium or penalty at any time. Outstanding amounts under the Bridge Note will accrue interest at a rate equal to (i) the interest rate per annum that would be charged to WndrCo (or its parent company affiliate) for a borrowing that WndrCo (or its parent company affiliate) could make under WndrCo’s (or its parent company affiliate’s) primary secured credit facility (as in effect from time to time) plus (ii) 1.00%, and accrued interest shall be payable monthly. The Bridge Note is secured by a lien over all assets of the Parent. No plans or arrangements to finance or repay the Bridge Note have been made. The foregoing summary of the Bridge Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Bridge Note, a copy of which is incorporated herein by reference to Exhibit 99.14 hereto.”

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: January 9, 2019