CNXR / Connecture, Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

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

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

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

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

CNXR / Connecture, Inc. S-8 POS

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

CNXR / Connecture, Inc. S-8 POS

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

CNXR / Connecture, Inc. S-8 POS

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

CNXR / Connecture, Inc. S-8 POS

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

CNXR / Connecture, Inc. S-8 POS

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

CNXR / Connecture, Inc. RW

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

CNXR / Connecture, Inc. RW

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

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,

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

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

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

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

CNXR / Connecture, Inc. DEFR14A

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

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

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

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 “

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)) ☐

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.

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

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)) ☐

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

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)) ?

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

CNXR / Connecture, Inc. DEFM14A

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

$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

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

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

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

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

CNXR / Connecture, Inc. PREM14A

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

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

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

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

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

$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

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

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

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

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

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

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

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

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

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

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,

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

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

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,

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

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

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

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

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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

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

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

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

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

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)

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

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

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

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

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

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

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

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)

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

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

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

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

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

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

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

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

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

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

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

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) (

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

Connecture S-3

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

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

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

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

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

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

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

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

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.

Connecture RW

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

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

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

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-

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

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

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.

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

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

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

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

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

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.

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

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

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

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

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.

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

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

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

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

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

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

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

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

Connecture S-8

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

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

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

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

Connecture ESP

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

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

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.

Connecture S-3

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

Connecture 10-K (Annual Report)

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

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

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

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

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

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

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

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

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

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

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

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

Connecture FORM S-3

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

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

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

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

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

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

Connecture S-8

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

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

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.

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

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

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

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

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

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

Connecture FORM S-8

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

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

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

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

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

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

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

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

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

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.

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.

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

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

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

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:

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.

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

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.

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

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

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

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

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

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

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

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.

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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.

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

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

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

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

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

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

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

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

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)

Connecture, Inc.

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

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.

CNXR / Connecture, Inc. CORRESP - -

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

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.

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,

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

CNXR / Connecture, Inc. CORRESP - -

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

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

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

[•] 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

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.

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