CNXR / Connecture, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Connecture, Inc.
US ˙ OTC
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1211759
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Connecture, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
January 8, 2019 SC 13D/A

CNXR / Connecture, Inc. / GREAT POINT PARTNERS LLC Activist Investment

SC 13D/A 1 c92639sch13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Connecture, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20786J106 (CUSIP Number) Ron Panzier Great Point Partners, LLC 165 Mason Street, 3rd Floor Greenwich, CT 06830 (203) 971-3300 (Name, Address and

April 27, 2018 SC 13D/A

CNXR / Connecture, Inc. / FRANCISCO PARTNERS IV, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) * CONNECTURE, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 20786J106 (CUSIP Number) Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Francisco Partners GP IV, L.P. Francisco Partners GP IV Managemen

April 27, 2018 SC 13D/A

CNXR / Connecture, Inc. / CHRYSALIS VENTURES II LP - SC 13D AMENDMENT NO. 2 Activist Investment

SC 13D Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* CONNECTURE, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 20786J106 (CUSIP Number) Chrysalis Partners II, LLC Attention: David A. Jones, Jr. 101 South Fifth Street Suite 1650 Louisv

April 26, 2018 15-12B

CNXR / Connecture, Inc. FORM 15-12B

Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36778 Connecture, Inc. (Exact name of registrant as specifie

April 25, 2018 S-8 POS

CNXR / Connecture, Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 25, 2018 Registration Statement No.

April 25, 2018 S-8 POS

CNXR / Connecture, Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 25, 2018 Registration Statement No.

April 25, 2018 S-8 POS

CNXR / Connecture, Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 25, 2018 Registration Statement No.

April 25, 2018 S-8 POS

CNXR / Connecture, Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 25, 2018 Registration Statement No.

April 25, 2018 S-8 POS

CNXR / Connecture, Inc. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on April 25, 2018 Registration Statement No.

April 25, 2018 RW

CNXR / Connecture, Inc. RW

RW April 25, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

April 25, 2018 RW

CNXR / Connecture, Inc. RW

RW April 25, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

April 25, 2018 EX-10.1

Credit Agreement, dated April 25, 2018, by and among FP Healthcare Intermediate, LLC, Connecture, Inc., FP Healthcare Merger Sub Corporation, the other borrowers party thereto, PNC Bank, National Association, as Administrative Agent, and the other lenders party thereto.

EX-10.1 Exhibit 10.1 EXECUTION VERSION $47,000,000 SENIOR SECURED CREDIT FACILITIES CREDIT AGREEMENT AMONG FP HEALTHCARE INTERMEDIATE, LLC AS HOLDINGS, FP HEALTHCARE MERGER SUB CORPORATION AND CONNECTURE, INC., AS THE BORROWER, PNC BANK, NATIONAL ASSOCIATION, AS AGENT, ISSUER, REVOLVING CREDIT AND TERM LOAN LENDER THE OTHER LENDERS FROM TIME TO TIME PARTIES HERETO, AS LENDERS DATED AS OF APRIL 25,

April 25, 2018 EX-3.2

Amended and Restated Bylaws of Connecture, Inc.

EX-3.2 Exhibit 3.2 BY-LAWS OF CONNECTURE, INC. A Delaware corporation (Adopted as of April 25, 2018) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at Corporation Service Center, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware, 19808. The name of the corporation’s registered agent a

April 25, 2018 EX-3.1

Amended and Restated Certificate of Incorporation of Connecture, Inc.

EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CONNECTURE, INC. ARTICLE ONE The name of the corporation is Connecture, Inc. (the “Corporation”). ARTICLE TWO The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at such address is Corporation Servic

April 25, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

8-K 1 d576424d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2018 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36778 (Comm

April 25, 2018 SC 13E3/A

CNXR / Connecture, Inc. / Connecture Inc - SC 13E3/A

SC 13E3/A 1 d575614dsc13e3a.htm SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 4 CONNECTURE, INC. (Name of Issuer) Connecture, Inc. FP Healthcare Holdings, Inc. FP Healthcare Intermediate, LLC Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Francis

April 3, 2018 DEFR14A

CNXR / Connecture, Inc. DEFR14A

DEFR14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 3, 2018 SC 13E3/A

CNXR / Connecture, Inc. / Connecture Inc - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 3 CONNECTURE, INC. (Name of Issuer) Connecture, Inc. FP Healthcare Holdings, Inc. FP Healthcare Intermediate, LLC FP Healthcare Merger Sub Corporation Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Fr

April 2, 2018 10-K

CNXR / Connecture, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-36778 CONNECTURE, INC. (Exact na

April 2, 2018 EX-10.8.5

Limited Waiver to Credit Agreement, dated March 29, 2018, among Wells Fargo Bank, National Association, as Agent for the Lenders, the Registrant and DestinationRx, Inc

Exhibit 10.8.5 LIMITED WAIVER TO CREDIT AGREEMENT THIS LIMITED WAIVER TO CREDIT AGREEMENT (this “Limited Waiver”), is entered into as of March 29, 2018 (the “Effective Date”), by and among CONNECTURE, INC. (“Connecture”), DestinationRX, Inc. (“DestinationRX” and together with Connecture, the “Borrowers”), and Wells Fargo Bank, National Association, as Agent for the Lenders (in such capacity, the “

March 7, 2018 DEFA14A

CNXR / Connecture, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

March 7, 2018 CORRESP

CNXR / Connecture, Inc. CORRESP

CORRESP March 7, 2018 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, D.

March 7, 2018 SC 13E3/A

CNXR / Connecture, Inc. / Connecture Inc - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 2 CONNECTURE, INC. (Name of Issuer) Connecture, Inc. FP Healthcare Holdings, Inc. FP Healthcare Intermediate, LLC FP Healthcare Merger Sub Corporation Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Fr

March 2, 2018 DEFA14A

CNXR / Connecture, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

February 14, 2018 SC 13D/A

CNXR / Connecture, Inc. / GREAT POINT PARTNERS LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Connecture, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20786J106 (CUSIP Number) Ron Panzier Great Point Partners, LLC 165 Mason Street, 3rd Floor Greenwich, CT 06830 (203) 971-3300 (Name, Address and Telephone Number of Person Au

February 13, 2018 DEFA14A

CNXR / Connecture, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Rule 14a-101) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

February 12, 2018 EX-99.(C)(2)

Project Cure PRESENTATI O N T O T H E S P E C I A L C O M M I T T E E J A N U A R Y 4 , 2 0 1 8 | C O N F I D E N T I A L

EX-99.(c)(2) Exhibit (c)(2) Project Cure PRESENTATI O N T O T H E S P E C I A L C O M M I T T E E J A N U A R Y 4 , 2 0 1 8 | C O N F I D E N T I A L Table of Contents Page 1. Executive Summary 3 2. Financial Analyses 9 3. Appendices (Informational) 17 Weighted Average Cost of Capital 18 Observed Data 22 Illustrative Selected Transactions 25 Certain Observations 27 4. Disclaimer 35 Page 1. Executi

February 12, 2018 DEFM14A

CNXR / Connecture, Inc. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 12, 2018 EX-99.(B)(1)

$47,000,000 Senior Secured Credit Facility for Acquisition of Connecture, Inc. Commitment Letter

EX-99.(b)(1) Exhibit (b)(1) January 4, 2018 Francisco Partners IV, L.P. One Letterman Drive Building C, Suite 410 San Francisco, California 94129 Attention: Ms. Megan Karlen Mr. Leonid Rozkin $47,000,000 Senior Secured Credit Facility for Acquisition of Connecture, Inc. Commitment Letter Ladies and Gentlemen: You have advised PNC Bank, National Association (“PNC”, “we”, “us”, and together with any

February 12, 2018 EX-99.(C)(5)

Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 0 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W

EX-99.(c)(5) Exhibit (c)(5) Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 0 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W Agenda Situation Overview Recent Performance and Outlook Summary Overview of Potential Alternatives Potential Next Steps CONFIDENTIAL – PRELIMINARY – SU

February 12, 2018 EX-99.(C)(3)

Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 5 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W

EX-99.(c)(3) Exhibit (c)(3) Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 5 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W Table of Contents Page 1. Overview 3 2. Preliminary Financial Analyses 8 3. Appendices (Informational) 18 Weighted Average Cost of Capital 19 Illustrati

February 12, 2018 EX-99.(C)(4)

Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 3 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W

EX-99.(c)(4) Exhibit (c)(4) Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 3 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W Certain Considerations Additional FP funds required in a potential transaction ~$6 million for common equity purchase price based on FP proposal of $0.3

February 12, 2018 SC 13E3/A

CNXR / Connecture, Inc. / Connecture Inc - SC 13E3/A

SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Amendment No. 1 CONNECTURE, INC. (Name of Issuer) Connecture, Inc. FP Healthcare Holdings, Inc. FP Healthcare Intermediate, LLC FP Healthcare Merger Sub Corporation Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Fr

February 1, 2018 PREM14A

CNXR / Connecture, Inc. PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 1, 2018 EX-99.(C)(2)

Project Cure PRESENTATI O N T O T H E S P E C I A L C O M M I T T E E J A N U A R Y 4 , 2 0 1 8 | C O N F I D E N T I A L

EX-99.(C)(2) 3 d516937dex99c2.htm EX-99.(C)(2) Exhibit (c)(2) Project Cure PRESENTATI O N T O T H E S P E C I A L C O M M I T T E E J A N U A R Y 4 , 2 0 1 8 | C O N F I D E N T I A L Table of Contents Page 1. Executive Summary 3 2. Financial Analyses 9 3. Appendices (Informational) 17 Weighted Average Cost of Capital 18 Observed Data 22 Illustrative Selected Transactions 25 Certain Observations 2

February 1, 2018 EX-99.(C)(3)

Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 5 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W

EX-99.(C)(3) 4 d516937dex99c3.htm EX-99.(C)(3) Exhibit (c)(3) Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 5 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W Table of Contents Page 1. Overview 3 2. Preliminary Financial Analyses 8 3. Appendices (Informational) 18 Weighted Ave

February 1, 2018 EX-99.(C)(5)

Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 0 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W

EX-99.(c)(5) Exhibit (c)(5) Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 0 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W Agenda Situation Overview Recent Performance and Outlook Summary Overview of Potential Alternatives Potential Next Steps CONFIDENTIAL – PRELIMINARY – SU

February 1, 2018 SC 13E3

CNXR / Connecture, Inc. / Connecture Inc - SC 13E3

SC 13E3 1 d516937dsc13e3.htm SC 13E3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 CONNECTURE, INC. (Name of Issuer) Connecture, Inc. FP Healthcare Holdings, Inc. FP Healthcare Intermediate, LLC FP Healthcare Merger Sub Corporation Francisco Partners IV, L.P. Francisco Partners IV

February 1, 2018 EX-99.(B)(1)

$47,000,000 Senior Secured Credit Facility for Acquisition of Connecture, Inc. Commitment Letter

EX-99.(b)(1) Exhibit (b)(1) January 4, 2018 Francisco Partners IV, L.P. One Letterman Drive Building C, Suite 410 San Francisco, California 94129 Attention: Ms. Megan Karlen Mr. Leonid Rozkin $47,000,000 Senior Secured Credit Facility for Acquisition of Connecture, Inc. Commitment Letter Ladies and Gentlemen: You have advised PNC Bank, National Association (“PNC”, “we”, “us”, and together with any

February 1, 2018 EX-99.(C)(4)

Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 3 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W

EX-99.(c)(4) Exhibit (c)(4) Project Cure D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E D E C E M B E R 1 3 , 2 0 1 7 | C O N F I D E N T I A L | P R E L I M I N A R Y | S U B J E C T T O F U R T H E R R E V I E W Certain Considerations Additional FP funds required in a potential transaction ~$6 million for common equity purchase price based on FP proposal of $0.3

January 29, 2018 SC 13G/A

CNXR / Connecture, Inc. / Rahim Ahsan - AMENDMENT NO. 1 Passive Investment

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 (Title of Class of Securities) 20786J106 (CUSIP Number) 12/31/2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

January 9, 2018 SC 13D

CNXR / Connecture, Inc. / GREAT POINT PARTNERS LLC Activist Investment

SC 13D 1 c90068sch13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Connecture, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20786J106 (CUSIP Number) Ron Panzier Great Point Partners, LLC 165 Mason Street, 3rd Floor Greenwich, CT 06830 (203) 971-3300 (Name, Address and Teleph

January 8, 2018 SC 13D/A

CNXR / Connecture, Inc. / CHRYSALIS VENTURES II LP - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/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) Chrysalis Partners II, LLC Attention: David A. Jones, Jr. 101 South Fifth Street Suite 1650 Louisville, KY 40202

January 5, 2018 DEFA14A

CNXR / Connecture, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? De

January 4, 2018 EX-99.1

VOTING AND SUPPORT AGREEMENT

EX-99.1 Exhibit 99.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of January 4, 2018 (the ?Agreement Date?) by and among the stockholders of Connecture, Inc., a Delaware corporation (the ?Company?) listed on the signature page(s) hereto (collectively, the ?Stockholders? and each individually, a ?Stockholder?), and the Company. Capita

January 4, 2018 EX-99.3

Connecture, Inc. Enters into a Definitive Agreement to be Acquired Francisco Partners to Take Company Private

EX-99.3 Exhibit 99.3 Connecture, Inc. Enters into a Definitive Agreement to be Acquired Francisco Partners to Take Company Private BROOKFIELD, Wis. ? January 4, 2018 ? Connecture, Inc. (OTCQX: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced that it has entered into a definitive agreement to be acquired by entities affiliated with the

January 4, 2018 EX-2.1

Agreement and Plan of Merger, by and among FP Healthcare Holdings, Inc., FP Healthcare Merger Sub Corporation, and the Company, dated as of January 4, 2018

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: FP HEALTHCARE HOLDINGS, INC. FP HEALTHCARE MERGER SUB CORPORATION and CONNECTURE, INC. dated as of January 4, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Conversion of Shares of Capital Stock 3 Section 1.3 Surrender and Payment 4 Section 1.4 Dissenting Shares 5 Section 1.5 Company Equity Award

January 4, 2018 EX-99.2

ROLLOVER AGREEMENT

EX-99.2 Exhibit 99.2 ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is entered into as of January 4, 2018, by and among FP Healthcare Holdings, Inc., a Delaware corporation (?Parent?), and the Rollover Investors set forth on the signature pages hereto (each, a ?Rollover Investor,? and collectively, the ?Rollover Investors,? which terms shall be understood to mean the Rollover Invest

January 4, 2018 EX-10.1

Amendment No. 3 to Amended and Restated Credit Agreement, dated January 4, 2018

EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) is made as of January 4, 2018, by and among CONNECTURE, INC. (?Connecture?), DESTINATIONRX, Inc. (?DestinationRX? and together with Connecture, collectively, the ?Borrowers?), the Lenders (as defined below) party hereto and Wells Fargo Bank,

January 4, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d519869d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2018 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorpor

January 4, 2018 EX-99.1

Voting and Support Agreement, by and among the Company, Francisco Partners IV, L.P., Francisco Partners IV-A, L.P. and Chrysalis Ventures II, L.P., dated as of January 4, 2018

EX-99.1 Exhibit 99.1 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is made and entered into as of January 4, 2018 (the ?Agreement Date?) by and among the stockholders of Connecture, Inc., a Delaware corporation (the ?Company?) listed on the signature page(s) hereto (collectively, the ?Stockholders? and each individually, a ?Stockholder?), and the Company. Capita

January 4, 2018 EX-10.1

Amendment No. 3 to the Amended and Restated Credit Agreement, dated January 4, 2018, among Wells Fargo Bank, National Association, as administrative agent for the lenders named therein, the Company and DestinationRx, Inc.

EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this ?Amendment?) is made as of January 4, 2018, by and among CONNECTURE, INC. (?Connecture?), DESTINATIONRX, Inc. (?DestinationRX? and together with Connecture, collectively, the ?Borrowers?), the Lenders (as defined below) party hereto and Wells Fargo Bank,

January 4, 2018 EX-2.1

Agreement and Plan of Merger, by and among FP Healthcare Holdings, Inc., FP Healthcare Merger Sub Corporation, and the Company, dated as of January 4, 2018

EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among: FP HEALTHCARE HOLDINGS, INC. FP HEALTHCARE MERGER SUB CORPORATION and CONNECTURE, INC. dated as of January 4, 2018 TABLE OF CONTENTS Page ARTICLE I THE MERGER 2 Section 1.1 The Merger 2 Section 1.2 Conversion of Shares of Capital Stock 3 Section 1.3 Surrender and Payment 4 Section 1.4 Dissenting Shares 5 Section 1.5 Company Equity Award

January 4, 2018 DEFA14A

CNXR / Connecture, Inc. 8-K

DEFA14A 1 d519869d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2018 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of inco

January 4, 2018 EX-99.2

Rollover Agreement, by and among the parties thereto, dated as of January 4, 2018

EX-99.2 Exhibit 99.2 ROLLOVER AGREEMENT THIS ROLLOVER AGREEMENT (this ?Agreement?) is entered into as of January 4, 2018, by and among FP Healthcare Holdings, Inc., a Delaware corporation (?Parent?), and the Rollover Investors set forth on the signature pages hereto (each, a ?Rollover Investor,? and collectively, the ?Rollover Investors,? which terms shall be understood to mean the Rollover Invest

January 4, 2018 EX-99.3

Press Release dated January 4, 2018

EX-99.3 6 d519869dex993.htm EX-99.3 Exhibit 99.3 Connecture, Inc. Enters into a Definitive Agreement to be Acquired Francisco Partners to Take Company Private BROOKFIELD, Wis. — January 4, 2018 — Connecture, Inc. (OTCQX: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced that it has entered into a definitive agreement to be acquired by

January 4, 2018 EX-99.4

- 2 -

EX-99.4 Exhibit 99.4 EXECUTION VERSION GUARANTEE GUARANTEE, dated as of January 4, 2018 (this “Guarantee”), by Francisco Partners IV, L.P., and Francisco Partners IV-A, L.P. (each a “Guarantor” and together, the “Guarantors”), in favor of Connecture, Inc., a Delaware corporation (the “Guaranteed Party”). 1. GUARANTEE. To induce the Guaranteed Party to enter into the Agreement and Plan of Merger, d

January 4, 2018 SC 13D/A

CNXR / Connecture, Inc. / FRANCISCO PARTNERS IV, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) * CONNECTURE, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 20786J106 (CUSIP Number) Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Francisco Partners GP IV, L.P. Francisco Partners GP IV Managemen

December 4, 2017 EX-10.2

Letter Agreement, dated November 28, 2017, by and among the Registrant and Vincent E. Estrada

EX-10.2 3 d504685dex102.htm EX-10.2 Exhibit 10.2 November 28, 2107 Vince Estrada Re: Employment Agreement Changes Dear Vince, This letter serves to inform you that in connection with the appointment of a new Chief Financial Officer of Connecture, Inc. effective December 4, 2017, you will be assigned to the new position of Executive Vice President, Corporate Development reporting to me. In accordan

December 4, 2017 EX-10.1

Employment Agreement between the Registrant and Brian D. Lindstrom

EX-10.1 2 d504685dex101.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of December 4, 2017 (the “Effective Date”), by and between Connecture, Inc., a Delaware corporation (the “Company”), and Brian Lindstrom, an individual (the “Executive”). Together the Company and the Executive are referred to herein as the “Parties.” 1. EMP

December 4, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission

December 4, 2017 EX-99.1

Connecture Announces Brian Lindstrom as New Chief Financial Officer Vince Estrada Assumes New Role as EVP, Corporate Development

EX-99.1 Exhibit 99.1 Connecture Announces Brian Lindstrom as New Chief Financial Officer Vince Estrada Assumes New Role as EVP, Corporate Development BROOKFIELD, Wis. ? December 4, 2017 ? Connecture, Inc. (OTCQX: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced that Brian Lindstrom will join their team as Chief Financial Officer (CFO)

November 13, 2017 10-Q

CNXR / Connecture, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36778 CONNE

November 9, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

cnxr-8k20171109.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporatio

November 9, 2017 EX-99.1

Connecture Reports Financial Results for Third Quarter and Year-to-Date 2017 Continued Improvement in Year-Over-Year Operating Results

cnxr-ex9916.htm Exhibit 99.1 Connecture Reports Financial Results for Third Quarter and Year-to-Date 2017 Continued Improvement in Year-Over-Year Operating Results BROOKFIELD, Wis. ? November 9, 2017 ? Connecture, Inc. (OTCQX: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced financial results for the third quarter and year-to-date 201

October 30, 2017 25

Connecture 25

25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36778 CONNECTURE, INC. THE NASDAQ GLOBAL MARKET (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) 18500 Wes

October 20, 2017 EX-99.1

Connecture, Inc. Announces Intention to Voluntarily Delist from the Nasdaq Global Market and List on the OTCQX Market

cnxr-ex9916.htm Exhibit 99.1 Connecture, Inc. Announces Intention to Voluntarily Delist from the Nasdaq Global Market and List on the OTCQX Market BROOKFIELD, Wis. ? October 20, 2017 ? Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced that it has notified the Nasdaq Stock Market (?Nasdaq?) of its intent to fil

October 20, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

cnxr-8k20171020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporatio

August 10, 2017 10-Q

CNXR / Connecture, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36778 CONNECTURE

August 7, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

cnxr-8k20170807.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation)

August 7, 2017 EX-99.1

Connecture Reports Financial Results for Second Quarter and First Half 2017 Contracted Backlog Growth Continues on Strong Sales Activity Significant Improvement in Year-Over-Year First Half Operating Results

cnxr-ex9916.htm Exhibit 99.1 Connecture Reports Financial Results for Second Quarter and First Half 2017 Contracted Backlog Growth Continues on Strong Sales Activity Significant Improvement in Year-Over-Year First Half Operating Results BROOKFIELD, Wis. ? August 7, 2017 ? Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, toda

July 28, 2017 SC 13G

CNXR / Connecture, Inc. / Rahim Ahsan Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CONNECTURE, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 20786J106 (CUSIP Number) 7/18/2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

July 21, 2017 EX-10.3

Separation Pay Agreement between the Registrant and Jeffery A. Surges, dated July 21, 2017

cnxr-ex1038.htm Exhibit 10.3 July 21, 2017 Jeffery A. Surges Re: Additional Severance Benefit Dear Jeff, Upon your acceptance and counter signature below, this letter will confirm that if your employment with Connecture, Inc. (the ?Company?) is terminated under the circumstances described by this letter, you will be entitled to the severance payment specified below. For the avoidance of doubt, the

July 21, 2017 EX-10.2.1

Form of Bonus Agreement (Principal Executive Officer and Principal Financial Officer)

cnxr-ex102110.htm Exhibit 10.2.1 FORM OF EXECUTIVE BONUS AGREEMENT (Principal Executive Officer or Principal Financial Officer) THIS EXECUTIVE BONUS AGREEMENT (this ?Agreement?) by and between Connecture, Inc., a Delaware corporation (the ?Company?), and (?Executive?) is entered into this day of , 2017. In consideration of Executive?s continued employment with the Company and to induce Executive t

July 21, 2017 EX-10.2.2

Form of Bonus Agreement (All Other Participants)

cnxr-ex10229.htm Exhibit 10.2.2 FORM OF EXECUTIVE BONUS AGREEMENT (All Other Participants) THIS EXECUTIVE BONUS AGREEMENT (this ?Agreement?) by and between Connecture, Inc., a Delaware corporation (the ?Company?), and (?Executive?) is entered into this day of , 2017. In consideration of Executive?s continued employment with the Company and to induce Executive to remain with the Company and to enha

July 21, 2017 EX-10.1

Retention Compensation Plan

cnxr-ex1016.htm Exhibit 10.1 CONNECTURE, INC. 2017 Executive Retention Compensation Plan As Approved by the Board on July 17, 2017 Overview The purpose of this 2017 Executive Retention Compensation Plan (this ?Plan?) is to induce the participating senior executive employees of Connecture, Inc. (the ?Company?) to remain with the Company and to enhance the value of the Company?s capital stock by pro

July 21, 2017 EX-10.4

Separation Pay Agreement between the Registrant and Vincent E. Estrada, dated July 21, 2017

cnxr-ex1047.htm Exhibit 10.4 July 21, 2017 Vincent E. Estrada Re: Additional Severance Benefit Dear Vince, Upon your acceptance and counter signature below, this letter will confirm that if your employment with Connecture, Inc. (the ?Company?) is terminated under the circumstances described by this letter, you will be entitled to the severance payment specified below. For the avoidance of doubt, t

July 21, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission File Num

June 2, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission File Numb

June 2, 2017 424B3

PROSPECTUS 17,500 Shares of Series B Preferred Stock 12,308,034 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-217965 PROSPECTUS 17,500 Shares of Series B Preferred Stock 12,308,034 Shares of Common Stock This prospectus relates to the resale from time to time by certain selling stockholders of up to an aggregate of (i) 17,500 shares of our Series B Convertible Preferred Stock, par value $0.001 per share (the ?Series B Preferred

May 30, 2017 CORRESP

Connecture ESP

cnxr-corresp.htm May 30, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549-3628 Attention: Jan Woo, Legal Branch Chief Mitchell Austin, Staff Attorney Re: Connecture, Inc. Registration Statement on Form S-3 (File No. 333-217965) Filed May 12, 2017 Acceleration Request Ladies and Gentlemen: Pursuant to Rule 461 un

May 25, 2017 8-K

Connecture 8-K (Current Report/Significant Event)

cnxr-8k20170525.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (

May 12, 2017 EX-12.1

CONNECTURE, INC. AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS Year Ended December 31, Three Months Ended March 31, 2016 2015 2014 2013 2012 2017 (dollars in thousands) Earnings

EX-12.1 EXHIBIT 12.1 CONNECTURE, INC. AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS Year Ended December 31, Three Months Ended March 31, 2016 2015 2014 2013 2012 2017 (dollars in thousands) Earnings: Income / (loss) before taxes $ (26,594 ) $ (7,292 ) $ (10,127 ) $ (27,284 ) $ (16,759 ) $ (3,700 ) Interest expense 3,485 5,665

May 12, 2017 S-3

Connecture S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on May 12, 2017.

May 12, 2017 S-8

Connecture S-8

cnxr-s8.htm As filed with the Securities and Exchange Commission on May 12, 2017 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 58-2488736 (State or other jurisdiction of incorporation or organizat

May 12, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission File Numb

May 12, 2017 EX-10.1

Independent Contractor Consulting Agreement between the Registrant and Kraig J. McEwen, dated May 10, 2017

EX-10.1 2 cnxr-ex1016.htm EX-10.1 Exhibit 10.1 INDEPENDENT CONTRACTOR CONSULTING AGREEMENT This Independent Contractor Consulting Agreement (the “Agreement”) is entered into on this 10th day of May, 2017 (the “Effective Date”) by and between Connecture, Inc. (the “Company”), a Delaware corporation, and Kraig McEwen (the “Consultant”), an independent contractor. WITNESSETH: WHEREAS, Consultant and

May 10, 2017 10-Q

Connecture 10-Q (Quarterly Report)

cnxr-10q20170331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

May 8, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

cnxr-8k20170510.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (C

May 8, 2017 EX-99.1

Connecture Reports Financial Results for First Quarter 2017 Contracted Backlog Growth Continues on First Quarter Sales Activity Significant Improvement in Year Over Year Operating Results

cnxr-ex99110.htm Exhibit 99.1 Connecture Reports Financial Results for First Quarter 2017 Contracted Backlog Growth Continues on First Quarter Sales Activity Significant Improvement in Year Over Year Operating Results BROOKFIELD, Wis. ? May 8, 2017 ? Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced financial

May 5, 2017 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

cnxr-8k20170504.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (C

April 24, 2017 DEF 14A

Connecture DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 7, 2017 RW

Connecture RW

RW April 7, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

March 31, 2017 10-K

Connecture 10-K (Annual Report)

cnxr-10k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-36778 CONNE

March 31, 2017 EX-10.18.3

Letter Agreement, dated March 30, 2017, by and between the Registrant and Mark E. Granville

Ex. 10.18.3 March 30, 2017 Mark Granville Re: Bonus Agreement Dear Mark: In consideration of your work for Connecture, Inc., a Delaware corporation (the “Company”) and provided that you remain continuously employed by the Company (or any controlled affiliate of the Company or its successor in interest) from the date of this Agreement through December 31, 2017 (the “Payment Event Date”), the Compan

March 20, 2017 SC 13D

CNXR / Connecture, Inc. / CHRYSALIS VENTURES II LP - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CONNECTURE, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 20786J106 (CUSIP Number) Chrysalis Partners II, LLC Attention: Jeremy Burtel 101 South Fifth Street Suite 1650 Louisville, KY 40202 (502) 657-

March 15, 2017 SC 13D/A

CNXR / Connecture, Inc. / FRANCISCO PARTNERS IV, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) * CONNECTURE, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 20786J106 (CUSIP Number) Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Francisco Partners GP IV, L.P. Francisco Partners GP IV Managemen

March 14, 2017 EX-99.2

CONNECTURE, INC. CHARTER OF THE INVESTOR COMMITTEE OF THE BOARD OF DIRECTORS As adopted by the Board on March 9, 2017, effective as of March 10, 2017

Exhibit 99.2 CONNECTURE, INC. CHARTER OF THE INVESTOR COMMITTEE OF THE BOARD OF DIRECTORS As adopted by the Board on March 9, 2017, effective as of March 10, 2017 I.STATEMENT OF POLICY This Charter specifies the scope of the responsibilities of the Investor Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Connecture, Inc. (the ?Company?) and the manner in which those responsi

March 14, 2017 EX-4.1

Investor Rights Agreement dated March 10, 2017, by and among the Registrant and Francisco Partners IV, L.P., Francisco Partners IV-A, L.P. and Chrysalis Ventures II, L.P.

cnxr-ex4110.htm Exhibit 4.1 INVESTOR RIGHTS AGREEMENT Dated as of March 10, 2017 by and among CONNECTURE, INC., FRANCISCO PARTNERS IV, L.P., FRANCISCO PARTNERS IV-A, L.P. and CHRYSALIS VENTURES II, L.P. Table of Contents Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II Corporate Governance SECTION 2.01. Actions at the Closing 9 SECTION 2.02. Committee Composition. 10 SECTION 2.03.

March 14, 2017 EX-10.1

Investment Agreement, dated as of March 10, 2017, by and among the Registrant and Francisco Partners IV, L.P., Francisco Partners IV-A, L.P. and Chrysalis Ventures II, L.P.

Exhibit 10.1 INVESTMENT AGREEMENT by and among CONNECTURE, INC. and EACH OF THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of March 10, 2017 TABLE OF CONTENTS Page Article I Definitions 3 Section 1.01 Definitions 3 Article II Purchase and Sale 9 Section 2.01 Purchase and Sale 9 Section 2.02 Closing 9 Article III Representations and Warranties of the Company 10 Section 3.01 Organizatio

March 14, 2017 EX-3.1

Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock

EX-3.1 2 cnxr-ex319.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF CONNECTURE, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Connecture, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that, pursuant to authority vested in the Boar

March 14, 2017 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2017 CONNECTURE, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission File Nu

March 14, 2017 EX-10.2

Amendment No. 2 to Amended and Restated Credit Agreement, dated March 10, 2017

Exhibit 10.2 AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of March 10, 2017, by and among CONNECTURE, INC. (“Connecture”), DESTINATIONRX, Inc. (“DestinationRX” and together with Connecture, collectively, the “Borrowers”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National

March 14, 2017 EX-99.1

Connecture Reports Financial Results for Fourth Quarter and Full Year 2016 Completes Additional Investment led by Francisco Partners Contracted Backlog Grows on Fourth Quarter Sales Activity

Exhibit 99.1 Connecture Reports Financial Results for Fourth Quarter and Full Year 2016 Completes Additional Investment led by Francisco Partners Contracted Backlog Grows on Fourth Quarter Sales Activity BROOKFIELD, Wis. ? March 14, 2017 ? Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced financial results for

February 13, 2017 SC 13G/A

CNXR / Connecture, Inc. / ORBIMED ADVISORS LLC - 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

February 7, 2017 SC 13G/A

CNXR / Connecture, Inc. / CHRYSALIS VENTURES II LP - SC 13G/A Passive Investment

SC 13G/A 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

January 4, 2017 8-K

Connecture 8-K (Current Report/Significant Event)

cnxr-8k20170103.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 1, 2017 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation

January 4, 2017 EX-10.1

Employment Agreement, dated January 1, 2017, by and between the Registrant and Vincent E. Estrada

cnxr-ex1017.htm Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is made and entered into as of January 1, 2017 (the ?Effective Date?), by and between Connecture, Inc., a Delaware corporation (the ?Company?), and Vincent Estrada, an individual (the ?Executive?). Together the Company and the Executive are referred to herein as the ?Parties.? 1.EMPLOYMENT TERMS AND DUTI

January 4, 2017 EX-99.1

Connecture Hires Vincent Estrada as Chief Financial Officer

cnxr-ex9916.htm Exhibit 99.1 Connecture Hires Vincent Estrada as Chief Financial Officer BROOKFIELD, Wis. ? January 3, 2017 ? Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced that Vincent Estrada has joined the Company as Chief Financial Officer (CFO). Estrada joins Connecture from HealthMEDX, LLC, where he s

January 4, 2017 EX-24

EX-24

POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby constitutes and appoints each of Lea DeVillers and Scott Heinert, or any of them signing singly, and with full power of substitution, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of Connecture, Inc.

January 3, 2017 SC 13G/A

CNXR / Connecture, Inc. / SSM CORP - SC 13G/A Passive Investment

SC 13G/A 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

December 15, 2016 EX-99.1

Connecture Announces Planned CFO Transition

cnxr-ex9916.htm Exhibit 99.1 Connecture Announces Planned CFO Transition BROOKFIELD, Wis. ? December 15, 2016 ? Connecture, Inc. (Nasdaq: CNXR) (the ?Company?), a provider of web-based information systems used to create health insurance marketplaces, today announced that James P. Purko, Chief Financial Officer, will be leaving the Company at the end of the year to pursue other business opportuniti

December 15, 2016 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission File

December 15, 2016 EX-10.1

AMENDMENT NO. 2 TO SEPARATION PAY AGREEMENT

cnxr-ex1017.htm Exhibit 10.1 AMENDMENT NO. 2 TO SEPARATION PAY AGREEMENT This Amendment No. 2 to Separation Pay Agreement (this ?Amendment?), dated as of December 14, 2016 (the ?Effective Date?), is by and between Connecture, Inc., a Delaware corporation (the ?Company?), and James P. Purko (the ?Executive?). WHEREAS, the Executive and the Company are parties to a Separation Pay Agreement dated and

November 9, 2016 10-Q

Connecture 10-Q (Quarterly Report)

cnxr-10q20160930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu

November 9, 2016 EX-10.1

Amendment No. 1 to Amended and Restated Credit Agreement, dated November 4, 2016

Exhibit 10.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of November 4, 2016 (the “Effective Date”), by and among CONNECTURE, INC. (“Connecture”), DESTINATIONRX, Inc. (“DestinationRX” and together with Connecture, collectively, the “Borrowers”), the Lenders (as defined below) party hereto and W

November 7, 2016 EX-99.1

Connecture Reports Financial Results for Third Quarter 2016

EX-99.1 2 cnxr-ex9916.htm EX-99.1 Exhibit 99.1 Connecture Reports Financial Results for Third Quarter 2016 BROOKFIELD, Wis. — November 7, 2016 — Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced financial results for the quarter ended September 30, 2016. “Our third quarter results were marked by great progress

November 7, 2016 8-K

Connecture 8-K (Current Report/Significant Event)

cnxr-8k20161107.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporatio

November 4, 2016 S-8

Connecture S-8

S-8 As filed with the Securities and Exchange Commission on November 4, 2016 Registration No.

September 26, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 d266872d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incor

September 26, 2016 EX-10.1

2014 Equity Incentive Plan, as amended, and forms of agreement thereunder

EX-10.1 Exhibit 10.1 CONNECTURE, INC. 2014 EQUITY INCENTIVE PLAN, AS AMENDED ON AUGUST 3, 2016 TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan A-1 1.1 Establishment A-1 1.2 Purpose A-1 1.3 Term of Plan A-1 2. Definitions and Construction A-1 2.1 Definitions A-1 2.2 Construction A-7 3. Administration A-7 3.1 Administration by the Committee A-7 3.2 Authority of Officers A-7 3.3 Adm

September 26, 2016 424B3

PROSPECTUS 52,000 Shares of Series A Preferred Stock 13,408,969 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-213384 PROSPECTUS 52,000 Shares of Series A Preferred Stock 13,408,969 Shares of Common Stock This prospectus relates to the resale from time to time by certain selling stockholders of up to an aggregate of (i) 52,000 shares of our Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred

September 20, 2016 CORRESP

Connecture ESP

September 20, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

September 14, 2016 SC 13D/A

CNXR / Connecture, Inc. / FRANCISCO PARTNERS IV, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) * CONNECTURE, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 20786J106 (CUSIP Number) Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Francisco Partners GP IV, L.P. Francisco Partners GP IV Managemen

September 2, 2016 DEF 14A

Connecture DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

August 30, 2016 S-3

Connecture S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on August 30, 2016.

August 30, 2016 EX-12.1

CONNECTURE, INC. AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS Year Ended December 31, Six Months Ended June 30, 2015 2014 2013 2012 2016 (dollars in thousands) Earnings: Income

EX-12.1 EXHIBIT 12.1 CONNECTURE, INC. AND SUBSIDIARIES COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS Year Ended December 31, Six Months Ended June 30, 2015 2014 2013 2012 2016 (dollars in thousands) Earnings: Income / (loss) before taxes $ (7,292 ) $ (10,127 ) $ (27,284 ) $ (16,759 ) $ (17,211 ) Interest expense 5,665 5,937 4,644 1,992 2,267

August 26, 2016 SC 13D/A

CNXR / Connecture, Inc. / FRANCISCO PARTNERS IV, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) * CONNECTURE, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 20786J106 (CUSIP Number) Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Francisco Partners GP IV, L.P. Francisco Partners GP IV Managemen

August 15, 2016 SC 13D/A

CNXR / Connecture, Inc. / FRANCISCO PARTNERS IV, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) * CONNECTURE, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 20786J106 (CUSIP Number) Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Francisco Partners GP IV, L.P. Francisco Partners GP IV Managemen

August 9, 2016 EX-10.2

Amended and Restated Credit Agreement, dated June 8, 2016, by and among Wells Fargo Bank, National Association, as administrative agent for the lenders named therein, the Registrant and DestinationRx, Inc.

EX-10.2 Text marked [****] has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested for the omitted information. Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and CONNECTURE, INC.

August 9, 2016 10-Q

Connecture FORM 10-Q (Quarterly Report)

10-Q 1 d225397d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period f

August 9, 2016 EX-21.1

List of Subsidiaries of the Registrant

EX-21.1 Exhibit 21.1—List of Subsidiaries of the Registrant Name of Subsidiary Jurisdiction of Organization ConnectedHealth, LLC Delaware, United States of America DestinationRX, Inc. Delaware, United States of America Insurix, Inc. Connecticut, United States of America RxHealth Insurance Agency, Inc. Delaware, United States of America

August 8, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d233495d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of inco

August 8, 2016 EX-99.1

Connecture Reports Financial Results for Second Quarter 2016

EX-99.1 Exhibit 99.1 Connecture Reports Financial Results for Second Quarter 2016 BROOKFIELD, Wis. ? August 8, 2016 ? Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced financial results for the quarter ended June 30, 2016. ?Our second quarter was highlighted by new customer additions with impressive brand name

July 15, 2016 8-K

Connecture FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission

June 14, 2016 SC 13D/A

CNXR / Connecture, Inc. / FRANCISCO PARTNERS IV, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * CONNECTURE, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 20786J106 (CUSIP Number) Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Francisco Partners GP IV, L.P. Francisco Partners GP IV Managemen

June 9, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission File Numb

June 9, 2016 EX-2.1

Agreement and Plan of Merger, dated June 7, 2016, by and among ConnectedHealth, LLC, Connecture, Inc., Speed Merger Sub, Inc., the Principal Equityholders, and Shareholder Representative Services, LLC

EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among CONNECTEDHEALTH, LLC a Delaware limited liability company, CONNECTURE, INC., a Delaware corporation, SPEED MERGER SUB, INC., a Delaware corporation, the Principal Equityholders, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Equityholders? Representative, Dated as of June 7, 2016 -i- AGREEMENT AND PLAN OF MERGER Th

June 9, 2016 EX-99.1

Connecture, Inc. Acquires Leading Benefits Technology Company ConnectedHealth Purchase enables the creation of a complete end-to-end SAAS solution to drive stronger engagement and deliver greater health and financial security for consumers

EX-99.1 Exhibit 99.1 Connecture, Inc. Acquires Leading Benefits Technology Company ConnectedHealth Purchase enables the creation of a complete end-to-end SAAS solution to drive stronger engagement and deliver greater health and financial security for consumers BROOKFIELD, Wis. ? June 7, 2016 ? Connecture, Inc. (NASDAQ: CNXR), a provider of web-based information systems used to create health insura

May 10, 2016 10-Q

CNXR / Connecture, Inc. 10-Q - Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 9, 2016 EX-99.1

Connecture Reports Financial Results for First Quarter 2016

EX-99.1 Exhibit 99.1 Connecture Reports Financial Results for First Quarter 2016 BROOKFIELD, Wis. ? May 9, 2016 ? Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced financial results for the quarter ended March 31, 2016. ?Our first quarter performance was highlighted by a strong start to the year in our Medicar

May 9, 2016 8-K

Connecture FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission F

May 9, 2016 EX-10.1

SEPARATION PAY AGREEMENT

EX-10.1 Exhibit 10.1 SEPARATION PAY AGREEMENT THIS SEPARATION PAY AGREEMENT (the ?Agreement?) by and between Connecture, Inc. (?Company?) and William A. Spehr (?You? or ?Your?) (collectively, the ?Parties?), is entered into and effective as of the 13th of April , 2015 (the ?Effective Date?). WHEREAS, You will be employed by the Company; WHEREAS, the Company and You have agreed to the terms of the

May 9, 2016 8-K

Connecture 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission File N

May 9, 2016 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended. Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained t

May 9, 2016 SC 13D

CNXR / Connecture, Inc. / FRANCISCO PARTNERS IV, L.P. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) * CONNECTURE, INC. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 20786J106 (CUSIP Number) Francisco Partners IV, L.P. Francisco Partners IV-A, L.P. Francisco Partners GP IV, L.P. Francisco Partners GP IV Management L

May 4, 2016 EX-4.1

Investor Rights Agreement, dated as of May 2, 2016, by and among the Registrant and Francisco Partners IV, L.P., Francisco Partners IV-A, L.P. and Chrysalis Ventures II, L.P.

EX-4.1 Exhibit 4.1 INVESTOR RIGHTS AGREEMENT Dated as of May 2, 2016 by and among CONNECTURE, INC., FRANCISCO PARTNERS IV, L.P., FRANCISCO PARTNERS IV-A, L.P. and CHRYSALIS VENTURES II, L.P. TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II Corporate Governance SECTION 2.01. Actions at the Closing 9 SECTION 2.02. Committee Composition 9 SECTION 2.03. Investor Dire

May 4, 2016 EX-3.1

Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock

EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF CONNECTURE, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Connecture, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies that, pursuant to authority vested in the Board of Directors of the Co

May 4, 2016 EX-10.1

Amendment No. 1 to Investment Agreement, dated as of May 2, 2016, by and among the Registrant and Francisco Partners IV, L.P., Francisco Partners IV-A, L.P. and Chrysalis Ventures II, L.P.

EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT AGREEMENT THIS AMENDMENT NO. 1 TO INVESTMENT AGREEMENT (this ?Amendment?) is made and entered into as of May 2, 2016 by and among Connecture, Inc., a Delaware corporation (the ?Company?), and the Investors. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement (as defined below) unless sp

May 4, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission Fil

May 4, 2016 EX-99.1

Connecture, Inc. Finalizes $52 Million Investment Deal with Francisco Partners The funding includes participation from Chrysalis Ventures and primes Company for continued growth

EX-99.1 Exhibit 99.1 Connecture, Inc. Finalizes $52 Million Investment Deal with Francisco Partners The funding includes participation from Chrysalis Ventures and primes Company for continued growth BROOKFIELD, Wis. ? May 2, 2016 ? Connecture, Inc. (NASDAQ: CNXR), a provider of web-based information systems used to create health insurance marketplaces, announced today it has finalized the previous

May 4, 2016 EX-10.2

CONNECTURE, INC. 2016 Bonus Plan

EX-10.2 EXHIBIT 10.2 CONNECTURE, INC. 2016 Bonus Plan Overview The purpose of this 2016 Bonus Plan (this ?Plan?) is to encourage the participating employees of Connecture, Inc. (the ?Company?) to contribute to the achievement of the Company?s goals and to share in the rewards of the Company?s success. The term of this Plan is for the 2016 calendar year. Eligible Employees To be eligible to partici

April 29, 2016 8-K

Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commissio

April 4, 2016 DEF 14A

Connecture DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 23, 2016 PRE 14A

Connecture PRE 14A

PRE 14A 1 d143595dpre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permit

March 15, 2016 10-K

Connecture 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 14, 2016 EX-4.1

INVESTOR RIGHTS AGREEMENT Dated as of [?], 2016 by and among CONNECTURE, INC., FRANCISCO PARTNERS IV, L.P., FRANCISCO PARTNERS IV-A, L.P. CHRYSALIS VENTURES II, L.P. TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II

EX-4.1 Exhibit 4.1 INVESTOR RIGHTS AGREEMENT Dated as of [?], 2016 by and among CONNECTURE, INC., FRANCISCO PARTNERS IV, L.P., FRANCISCO PARTNERS IV-A, L.P. and CHRYSALIS VENTURES II, L.P. TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II Corporate Governance SECTION 2.01. Actions at the Closing 9 SECTION 2.02. Committee Composition. 9 SECTION 2.03. Investor Direc

March 14, 2016 8-K

Connecture 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2016 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission Fil

March 14, 2016 EX-10.2

VOTING AGREEMENT

EX-10.2 5 d152854dex102.htm EX-10.2 Exhibit 10.2 VOTING AGREEMENT This Voting Agreement (this “Agreement”), dated as of March 11, 2016 between the undersigned stockholder (“Stockholder”) of Connecture, Inc., a Delaware corporation (the “Company”), and Francisco Partners IV, L.P., a Delaware limited partnership (“Investor”). WHEREAS, concurrently with or following the execution of this Agreement, t

March 14, 2016 EX-99.2

Connecture, Inc. Announces $52 Million Investment Led By Francisco Partners Additional capital helps position Company for strategic growth Chrysalis Ventures to participate in investment

EX-99.2 Exhibit 99.2 Connecture, Inc. Announces $52 Million Investment Led By Francisco Partners Additional capital helps position Company for strategic growth Chrysalis Ventures to participate in investment BROOKFIELD, Wis. ? March 14, 2016 ? Connecture, Inc. (NASDAQ: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced that it has execu

March 14, 2016 EX-10.1

Investment Agreement, dated as of March 11, 2016, by and among the Registrant and Francisco Partners IV, L.P., Francisco Partners IV-A, L.P. and Chrysalis Ventures II, L.P.

EX-10.1 Exhibit 10.1 [EXECUTION VERSION] INVESTMENT AGREEMENT by and among CONNECTURE, INC. and EACH OF THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of March 11, 2016 TABLE OF CONTENTS Page ARTICLE I Definitions 1 SECTION 1.01. Definitions 1 ARTICLE II Purchase and Sale 10 SECTION 2.01. Purchase and Sale 10 SECTION 2.02. Closing 10 ARTICLE III Representations and Warranties of the C

March 14, 2016 EX-3.1

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS SERIES A CONVERTIBLE PREFERRED STOCK CONNECTURE, INC. (Pursuant to Section 151 of the Delaware General Corporation Law)

EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF CONNECTURE, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Connecture, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies that, pursuant to authority vested in the Board of Directors of the Co

March 14, 2016 EX-10.3

VOTING AGREEMENT

EX-10.3 Exhibit 10.3 VOTING AGREEMENT This Voting Agreement (this ?Agreement?), dated as of March 11, 2016 between the undersigned stockholder (?Stockholder?) of Connecture, Inc., a Delaware corporation (the ?Company?), and Francisco Partners IV, L.P., a Delaware limited partnership (?Investor?). WHEREAS, concurrently with or following the execution of this Agreement, the Company, Investor and oth

March 14, 2016 EX-99.1

Connecture Reports Financial Results for Fourth Quarter and Full Year 2015 Announces additional growth capital led by Francisco Partners

EX-99.1 7 d152854dex991.htm EX-99.1 Exhibit 99.1 Connecture Reports Financial Results for Fourth Quarter and Full Year 2015 Announces additional growth capital led by Francisco Partners BROOKFIELD, Wis. — March 14, 2016 — Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced financial results for the quarter and f

February 16, 2016 SC 13G/A

CNXR / Connecture, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934* Connecture, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20786J106 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 12, 2016 SC 13G

CNXR / Connecture, Inc. / ORBIMED ADVISORS LLC - SCHEDULE 13G Passive Investment

SC 13G 1 cnxr123115.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Connecture, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20786J106 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

January 8, 2016 EX-4.4

CONNECTURE, INC., DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions of Terms 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.1 Designa

EX-4.4 Exhibit 4.4 CONNECTURE, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions of Terms 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.1 Designation and Terms of Securities 4 Section 2.2 Form of Securities and Trustee?s Certificate 6 S

January 8, 2016 S-3

Connecture FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on January 8, 2016.

January 8, 2016 EX-12.1

CONNECTURE, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31, Nine Months Ended September 30, 2014 2013 2012 2015 (dollars in thousands) Earnings available for fixed charges: Income / (loss) before taxes

EX-12.1 EXHIBIT 12.1 CONNECTURE, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Year Ended December 31, Nine Months Ended September 30, 2014 2013 2012 2015 (dollars in thousands) Earnings available for fixed charges: Income / (loss) before taxes $ (10,127 ) $ (27,284 ) $ (16,759 ) $ (11,708 ) Interest expense 5,937 4,644 1,992 4,275 Estimated interest component of rental e

January 8, 2016 EX-4.5

CONNECTURE, INC., DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01

EX-4.5 Exhibit 4.5 CONNECTURE, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms. 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities. 4 Section 2.02 Form of Securities and Trustee?s Certi

January 7, 2016 8-K

Connecture 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission

January 7, 2016 EX-10.2

AMENDMENT NO. 9 TO SECOND LIEN TERM LOAN AGREEMENT

EX-10.2 3 d110006dex102.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 9 TO SECOND LIEN TERM LOAN AGREEMENT This AMENDMENT NO. 9 TO SECOND LIEN TERM LOAN AGREEMENT (this “Amendment”) is made as of December 31, 2015 (the “Effective Date”), by and among CONNECTURE, INC. (“Connecture”), DESTINATIONRX, INC. (“DestinationRX” and together with Connecture, collectively, the “Borrowers”), the Lenders (as defined

January 7, 2016 EX-10.1

AMENDMENT NO. 11 TO CREDIT AGREEMENT

EX-10.1 2 d110006dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 11 TO CREDIT AGREEMENT This AMENDMENT NO. 11 TO CREDIT AGREEMENT (this “Amendment”) is made as of December 31, 2015 (the “Effective Date”), by and among CONNECTURE, INC. (“Connecture”), DESTINATIONRX, Inc. (“DestinationRX” and together with Connecture, collectively, the “Borrowers”), the Lenders (as defined below) par

January 4, 2016 S-8

Connecture S-8

S-8 As filed with the Securities and Exchange Commission on January 4, 2016 Registration No.

November 16, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 13, 2015 EX-24

EX-24

POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby constitutes and appoints each of James P.

November 12, 2015 EX-99.1

Connecture Reports Financial Results for Third Quarter 2015 Record Third Quarter Revenue Names Jeff Surges New Chief Executive Officer

EX-99.1 Exhibit 99.1 Connecture Reports Financial Results for Third Quarter 2015 Record Third Quarter Revenue Names Jeff Surges New Chief Executive Officer BROOKFIELD, Wis. ? November 12, 2015 ? Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced financial results for the quarter ended September 30, 2015. ?We ar

November 12, 2015 EX-99.1

Connecture Introduces Jeff Surges as New CEO, Changes to Executive Leadership Team as Company Prepares for Accelerated Growth

EX-99.1 Exhibit 99.1 Connecture Introduces Jeff Surges as New CEO, Changes to Executive Leadership Team as Company Prepares for Accelerated Growth BROOKFIELD, Wis. ? Nov. 12, 2015 ? Connecture, Inc. (NASDAQ: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced Jeff Surges will assume leadership as CEO effective November 17, 2015. Doug Sch

November 12, 2015 8-K

Connecture FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commis

November 12, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d63367d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorpo

November 12, 2015 EX-10.2

Connecture, Inc. 18500 W. Corporate Drive Suite 250 Brookfield, WI 53045 November 12, 2015

EX-10.2 Exhibit 10.2 Connecture, Inc. 18500 W. Corporate Drive Suite 250 Brookfield, WI 53045 November 12, 2015 Mr. Robert Douglas Schneider 136 N. Milwaukee Street Apt 509 Milwaukee, WI 53202 Re: Title and Bonus Opportunity Changes Dear Doug: This letter hereby informs you that in connection with the appointment of Jeffery Surges as Chief Executive Officer of Connecture, Inc., a Delaware corporat

November 12, 2015 EX-10.1

Employment Agreement, dated November 12, 2015, by and between the Registrant and Jeffery A. Surges

EX-10.1 2 d63367dex101.htm EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of November 12, 2015 (the “Effective Date”), by and between Connecture, Inc., a Delaware corporation (the “Company”), and Jeffery Surges, an individual (the “Executive”). Together the Company and the Executive are referred to herein as the “Parties.” 1. EMPL

November 10, 2015 S-8

Connecture FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on November 10, 2015 Registration No.

November 10, 2015 8-K

Connecture FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commiss

November 10, 2015 EX-10.1

AMENDMENT NO. 8 TO SECOND LIEN TERM LOAN AGREEMENT

EX-10.1 2 d95005dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 8 TO SECOND LIEN TERM LOAN AGREEMENT This AMENDMENT NO. 8 TO SECOND LIEN TERM LOAN AGREEMENT (this “Amendment”) is made as of November 5, 2015 (the “Effective Date”), by and among CONNECTURE, INC. (“Connecture”), DestinationRX, Inc. (“DestinationRX” and together with Connecture, the “Borrowers”), the Lenders (as defined below) party her

November 10, 2015 EX-10.2

AMENDMENT NO. 10 TO CREDIT AGREEMENT

EX-10.2 EXHIBIT 10.2 EXECUTION VERSION AMENDMENT NO. 10 TO CREDIT AGREEMENT This AMENDMENT NO. 10 TO CREDIT AGREEMENT (this ?Amendment?) is made as of November 10, 2015 (the ?Effective Date?), by and among CONNECTURE, INC. (?Connecture?), DESTINATIONRX, Inc. (?DestinationRX? and together with Connecture, collectively, the ?Borrowers?), the Lenders (as defined below) party hereto and Wells Fargo Ba

October 2, 2015 EX-10.1

AMENDMENT NO. 9 TO CREDIT AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 9 TO CREDIT AGREEMENT This AMENDMENT NO. 9 TO CREDIT AGREEMENT (this ?Amendment?) is made as of September 30, 2015 (the ?Effective Date?), by and among CONNECTURE, INC. (?Connecture?), DESTINATIONRX, Inc. (?DestinationRX? and together with Connecture, collectively, the ?Borrowers?), the Lenders (as defined below) party hereto and Wells Fargo Ban

October 2, 2015 8-K

Connecture 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission

September 14, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission Fil

September 9, 2015 8-K

Connecture 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission

September 9, 2015 EX-99.1

BRETT CARLSON NAMED TO CONNECTURE’S BOARD OF DIRECTORS Carlson brings significant experience in the health care industry and with companies on the forefront of analytics and other innovations that are designed to improve patient outcomes and lower co

EX-99.1 Exhibit 99.1 BRETT CARLSON NAMED TO CONNECTURE?S BOARD OF DIRECTORS Carlson brings significant experience in the health care industry and with companies on the forefront of analytics and other innovations that are designed to improve patient outcomes and lower costs BROOKFIELD, Wis. ? September 9, 2015 ? Connecture, Inc. (NASDAQ: CNXR), a provider of web-based information systems used to c

September 9, 2015 EX-24

EX-24

POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby constitutes and appoints each of James P.

August 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 6, 2015 EX-99.1

Connecture Reports Record Revenue for Second Quarter 2015 Second quarter 2015 revenue increased 21.8% year-over-year to $23.4 million

EX-99.1 Exhibit 99.1 Connecture Reports Record Revenue for Second Quarter 2015 Second quarter 2015 revenue increased 21.8% year-over-year to $23.4 million BROOKFIELD, Wis. ? August 6, 2015 ? Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced financial results for the quarter ended June 30, 2015. ?We are pleased

August 6, 2015 8-K

Connecture 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission Fil

June 26, 2015 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission File Num

June 12, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

May 15, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 13, 2015 DEFA14A

Connecture DEFA14A

DEFA14A 1 d877087ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as

May 13, 2015 DEF 14A

Connecture DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 7, 2015 EX-99.1

Connecture Reports Record Revenue for First Quarter 2015 First quarter 2015 revenue increased 28.6% year-over-year to $20.6 million; Record contracted backlog at $96.2 million

EX-99.1 Exhibit 99.1 Connecture Reports Record Revenue for First Quarter 2015 First quarter 2015 revenue increased 28.6% year-over-year to $20.6 million; Record contracted backlog at $96.2 million BROOKFIELD, Wis. ? May 7, 2015 ? Connecture, Inc. (Nasdaq: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced financial results for the quart

May 7, 2015 8-K

Connecture FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission F

May 1, 2015 EX-10.1

CONNECTURE, INC. 2015 Bonus Plan

EX-10.1 EXHIBIT 10.1 CONNECTURE, INC. 2015 Bonus Plan Overview The purpose of this 2015 Bonus Plan (this ?Plan?) is to encourage the participating employees of Connecture, Inc. (the ?Company?) to contribute to the achievement of the Company?s goals and to share in the rewards of the Company?s success. The term of this Plan is for the 2015 calendar year. Eligible Employees To be eligible to partici

May 1, 2015 8-K

Connecture 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission Fil

April 29, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Numbe

April 29, 2015 EX-10.13.3

AMENDMENT NO. 1 SEPARATION PAY AGREEMENT

EX-10.13.3 Exhibit 10.13.3 AMENDMENT NO. 1 TO SEPARATION PAY AGREEMENT This Amendment No. 1 to Separation Pay Agreement (this “Amendment”), dated as of April 29, 2015 (the “Effective Date”), is by and between Connecture, Inc., a Delaware corporation (the “Company”), and Mark E. Granville (the “Executive”). WHEREAS, the Executive and the Company are parties to a Separation Pay Agreement dated and e

April 29, 2015 EX-10.14.3

AMENDMENT NO. 1 SEPARATION PAY AGREEMENT

Exhibit 10.14.3 AMENDMENT NO. 1 TO SEPARATION PAY AGREEMENT This Amendment No. 1 to Separation Pay Agreement (this ?Amendment?), dated as of April 29, 2015 (the ?Effective Date?), is by and between Connecture, Inc., a Delaware corporation (the ?Company?), and James P. Purko (the ?Executive?). WHEREAS, the Executive and the Company are parties to a Separation Pay Agreement dated and effective as of

April 22, 2015 EX-24

EX-24

POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby constitutes and appoints each of James P.

April 15, 2015 8-K

Connecture 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission Fil

April 15, 2015 EX-99.1

CONNECTURE ANNOUNCES TWO EXECUTIVE VICE PRESIDENT APPOINTMENTS Connecture names William Spehr executive vice president of sales and marketing; appoints David Sockel to the new position of executive vice president of strategy and corporate development

EX-99.1 Exhibit 99.1 CONNECTURE ANNOUNCES TWO EXECUTIVE VICE PRESIDENT APPOINTMENTS Connecture names William Spehr executive vice president of sales and marketing; appoints David Sockel to the new position of executive vice president of strategy and corporate development BROOKFIELD, Wis. ? April 15, 2015 ? Connecture, Inc., a provider of web-based information systems used to create health insuranc

March 25, 2015 EX-3.1

Sixth Amended and Restated Certificate of Incorporation, dated December 16, 2014

EX-3.1 Exhibit 3.1 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONNECTURE, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Connecture, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”), DOES HEREBY CERTIFY: 1. That the name of the corporation i

March 25, 2015 EX-10.5.9

LIMITED WAIVER TO CREDIT AGREEMENT

Exhibit 10.5.9 Execution Version LIMITED WAIVER TO CREDIT AGREEMENT THIS LIMITED WAIVER TO CREDIT AGREEMENT (this “Limited Waiver”), is entered into as of December 29, 2014 (the “Effective Date”), by and among CONNECTURE, INC. (the “Connecture”), DESTINATIONRX, INC. (“DestinationRX” and together with Connecture, the “Borrowers”), and Wells Fargo Bank, National Association, as Agent for the Lenders

March 25, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 25, 2015 EX-10.6.8

LIMITED WAIVER TO SECOND LIEN TERM LOAN AGREEMENT

Exhibit 10.6.8 LIMITED WAIVER TO SECOND LIEN TERM LOAN AGREEMENT THIS LIMITED WAIVER TO SECOND LIEN TERM LOAN AGREEMENT (this ?Limited Waiver?), is entered into as of December 29, 2014 (the ?Effective Date?), by and among CONNECTURE, INC. (the ?Connecture?), DESTINATIONRX, INC. (?DestinationRX? and together with Connecture, the ?Borrowers?), the Lenders (as defined below) party hereto and THL Corp

March 25, 2015 EX-10.6.7

AMENDMENT NO. 6 TO SECOND LIEN TERM LOAN AGREEMENT

EX-10.6.7 Exhibit 10.6.7 AMENDMENT NO. 6 TO SECOND LIEN TERM LOAN AGREEMENT This AMENDMENT NO. 6 TO SECOND LIEN TERM LOAN AGREEMENT (this “Amendment”) is made as of December 11, 2014 (the “Effective Date”), by and among CONNECTURE, INC. (the “Connecture”), DESTINATIONRX, INC. (“DestinationRX” and together with Connecture, the “Borrowers”), the Lenders (as defined below) party hereto and THL Corpor

March 25, 2015 EX-10.14.2

SEPARATION PAY AGREEMENT

EX-10.14.2 Exhibit 10.14.2 SEPARATION PAY AGREEMENT THIS SEPARATION PAY AGREEMENT (the “Agreement”) by and between Connecture, Inc. (“Company”) and James Purko (“You” or “Your”) (collectively, the “Parties”), is entered into and effective as of the 23rd of July, 2012 (the “Effective Date”). WHEREAS, You will continue to be employed by the Company; WHEREAS, the Company and You have agreed to the te

March 25, 2015 EX-10.3.2

Form of Restricted Stock Units Agreements under the Registrant’s 2014 Equity Incentive Plan

Exhibit 10.3.2 CONNECTURE, INC. RESTRICTED STOCK UNITS AGREEMENT (For Nonemployee Directors) Connecture, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set fort

March 25, 2015 EX-10.5.8

AMENDMENT NO. 7 TO CREDIT AGREEMENT

EX-10.5.8 Exhibit 10.5.8 EXECUTION VERSION AMENDMENT NO. 7 TO CREDIT AGREEMENT This AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Amendment”) is made as of December 11, 2014 (the “Effective Date”), by and among CONNECTURE, INC. (the “Connecture”), DestinationRX, Inc. (“DestinationRX” and together with Connecture, the “Borrowers”), the Lenders (as defined below) party hereto and Wells Fargo Bank, Nati

March 25, 2015 EX-10.14.1

Connecture, Inc. 18500 W. Corporate Drive Suite 250 Brookfield, WI 53045 December 31, 2013

Exhibit 10.14.1 Connecture, Inc. 18500 W. Corporate Drive Suite 250 Brookfield, WI 53045 December 31, 2013 Mr. James Purko Re: Bonus Agreement Dear Jamie: In consideration for your work for Connecture, Inc., a Delaware corporation (the ?Company?), the Company will pay you a Bonus (as described below) upon the earliest Payment Event (as defined below) to occur after the date of this letter (the ?Ag

March 13, 2015 8-K

Connecture FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36778 (Commission File Numb

March 13, 2015 EX-10.1

AMENDMENT NO. 8 TO CREDIT AGREEMENT

EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 8 TO CREDIT AGREEMENT This AMENDMENT NO. 8 TO CREDIT AGREEMENT (this ?Amendment?) is made as of March 10, 2015 (the ?Effective Date?), by and among CONNECTURE, INC. (?Connecture?), DESTINATIONRX, Inc. (?DestinationRX? and together with Connecture, the ?Borrowers?), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Associ

March 13, 2015 EX-10.2

AMENDMENT NO. 7 TO SECOND LIEN TERM LOAN AGREEMENT

EX-10.2 Exhibit 10.2 AMENDMENT NO. 7 TO SECOND LIEN TERM LOAN AGREEMENT This AMENDMENT NO. 7 TO SECOND LIEN TERM LOAN AGREEMENT (this ?Amendment?) is made as of March 10, 2015 (the ?Effective Date?), by and among CONNECTURE, INC. (?Connecture?), DESTINATIONRX, INC. (?DestinationRX? and together with Connecture, the ?Borrowers?), the Lenders (as defined below) party hereto and THL Corporate Finance

March 10, 2015 8-K

Connecture 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission Fil

March 10, 2015 EX-99.1

Connecture Reports Record Revenue and Positive Adjusted EBITDA for Fourth Quarter and Full Year 2014 Full year 2014 revenue increased 45% to $84.6 million year over year; Full year 2014 Adjusted EBITDA of $1.3 million compared to Adjusted EBITDA of $

EX-99.1 2 d888977dex991.htm EX-99.1 Exhibit 99.1 Connecture Reports Record Revenue and Positive Adjusted EBITDA for Fourth Quarter and Full Year 2014 Full year 2014 revenue increased 45% to $84.6 million year over year; Full year 2014 Adjusted EBITDA of $1.3 million compared to Adjusted EBITDA of $(17.3) million in 2013 Fourth quarter 2014 revenue increased 11% to $27.8 million year over year; Fou

March 3, 2015 EX-99.1

Connecture Announces Preliminary 2014 Fourth Quarter and Full Year Revenue

EX-99.1 Exhibit 99.1 Connecture Announces Preliminary 2014 Fourth Quarter and Full Year Revenue Brookfield, Wis. – March 2, 2015 – Connecture, Inc. (NASDAQ: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced that it expects revenue for fourth quarter 2014 to be in the range of $26 million to $28 million, and revenue for full year 2014 t

March 3, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission

February 17, 2015 SC 13G

CNXR / Connecture, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Amendment No. ) Under the Securities Exchange Act of 1934* Connecture, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20786J106 (CUSIP Number) December 17, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 13, 2015 SC 13G

CNXR / Connecture, Inc. / CHRYSALIS VENTURES II LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* CONNECTURE, INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 20786J106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 11, 2015 SC 13G

CNXR / Connecture, Inc. / Live Oak Equity Partners Lp - LIVEOAK EQUITY PARTNERS LP Passive Investment

securities and exchange commission washington, DC 20549 schedule 13g Under the Securities Exchange Act of 1934 (Amendment No.

February 11, 2015 SC 13G

CNXR / Connecture, Inc. / Gilbert James Andrew - JAMES ANDREQ GILBERT Passive Investment

SC 13G 1 loesc13g21015.htm JAMES ANDREQ GILBERT securities and exchange commission washington, DC 20549 schedule 13g Under the Securities Exchange Act of 1934 (Amendment No. ) Connecture Inc. (Name of Issuer) Common Stock par value $0.001 par value per share (Title of Class of Securities) 20786j106 (CUSIP Number) December 17, 2014 (Date of Event Which Requires Filing of this Statement) Check the a

February 11, 2015 SC 13G

CNXR / Connecture, Inc. / J. A. Gilbert Gp, Llc - J A GILBERT GP, LLC Passive Investment

securities and exchange commission washington, DC 20549 schedule 13g Under the Securities Exchange Act of 1934 (Amendment No.

February 10, 2015 SC 13G

CNXR / Connecture, Inc. / SSM CORP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Connecture, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 20786J106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

January 29, 2015 EX-99.1

RUSS THOMAS JOINS CONNECTURE’S BOARD OF DIRECTORS Thomas will draw on extensive expertise gained in leadership positions in the health care information technology industry

EX-99.1 Exhibit 99.1 RUSS THOMAS JOINS CONNECTURE’S BOARD OF DIRECTORS Thomas will draw on extensive expertise gained in leadership positions in the health care information technology industry BROOKFIELD, Wis. – January 29, 2015 – Connecture, Inc. (NASDAQ: CNXR), a provider of web-based information systems used to create health insurance marketplaces, today announced that Russ Thomas, a veteran ex

January 29, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2015 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commiss

December 31, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2014 CONNECTURE, INC. (Exact name of registrant as specified in its charter) Delaware 001-36778 58-2488736 (State or other jurisdiction of incorporation) (Commission

December 19, 2014 S-8

CNXR / Connecture, Inc. S-8 - - S-8

S-8 As filed with the Securities and Exchange Commission on December 19, 2014 Registration No.

December 17, 2014 SC 13G

CNXR / Connecture, Inc. / Flynn James E Passive Investment

SC 13G 1 e613087sc13g-connecture.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) * Connecture, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 20786J106 (CUSIP Number) December 17, 201

December 12, 2014 424B4

6,635,000 Shares COMMON STOCK

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration File No. 333-199484 PROSPECTUS 6,635,000 Shares COMMON STOCK Connecture, Inc. is offering 6,635,000 shares of its common stock. This is our initial public offering and no public market previously existed for our shares. The initial public offering price is $8.00 per share. We have been approved to list our common stock on The NA

December 11, 2014 S-1MEF

CNXR / Connecture, Inc. S-1MEF - - S-1MEF

S-1MEF As filed with the Securities and Exchange Commission on December 11, 2014. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONNECTURE, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 7372 58-2488736 (State or Other Jurisdiction of Incorporation or Organization)

December 10, 2014 FWP

Connecture, Inc.

FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated December 10, 2014 Registration Statement No.

December 9, 2014 8-A12B

CNXR / Connecture, Inc. 8-A12B - - 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CONNECTURE, INC.

December 9, 2014 CORRESP

CNXR / Connecture, Inc. CORRESP - -

CORRESP December 9, 2014 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

December 9, 2014 CORRESP

CNXR / Connecture, Inc. CORRESP - -

CORRESP 1585 Broadway New York, NY 10036 December 9, 2014 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 8, 2014 EX-10.3.7

AMENDMENT NO. 6 TO CREDIT AGREEMENT

EX-10..3.7 Exhibit 10.3.7 AMENDMENT NO. 6 TO CREDIT AGREEMENT This AMENDMENT NO. 6 TO CREDIT AGREEMENT (this “Amendment”) is made as of December 5, 2014 (the “Effective Date”), by and among CONNECTURE, INC. (the “Connecture”), DestinationRX, Inc. (“DestinationRX” and together with Connecture, the “Borrowers”), the Lenders (as defined below) party hereto and Wells Fargo Bank, National Association,

December 8, 2014 EX-10.4.6

AMENDMENT NO. 5 TO SECOND LIEN TERM LOAN AGREEMENT

EX-10.4.6 Exhibit 10.4.6 AMENDMENT NO. 5 TO SECOND LIEN TERM LOAN AGREEMENT This AMENDMENT NO. 5 TO SECOND LIEN TERM LOAN AGREEMENT (this “Amendment”) is made as of December 5, 2014 (the “Effective Date”), by and among CONNECTURE, INC. (the “Connecture”), DESTINATIONRX, INC. (“DestinationRX” and together with Connecture, the “Borrowers”), the Lenders (as defined below) party hereto and THL Corpora

December 8, 2014 CORRESP

CNXR / Connecture, Inc. CORRESP - -

CORRESP DLA Piper LLP (US) 1251 Avenue of the Americas 27th Floor New York, New York 10020-1104 www.

December 8, 2014 S-1/A

CNXR / Connecture, Inc. S-1/A - - S-1/A

Table of Contents As filed with the Securities and Exchange Commission on December 8, 2014.

December 2, 2014 EX-1.1

[•] Shares CONNECTURE, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 [•] Shares CONNECTURE, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT [•], 2014 [•], 2014 Morgan Stanley & Co. LLC J.P. Morgan Securities LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o J. P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Connecture, Inc., a Delaware corporation (the “Comp

December 2, 2014 S-1/A

CNXR / Connecture, Inc. S-1/A - - S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on December 2, 2014.

November 26, 2014 EX-10.1

Form of Indemnification Agreement for directors and officers

EX-10.1 Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated , is made between Connecture, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries and wishes to in

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