SEC Form 4 · accession 0001209191-15-050160
EveryWare Global, Inc. · EVRY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Monomoy Capital Partners, L.P.
10% Owner
MCP SUPPLEMENTAL FUND, L.P.
10% Owner
Monomoy Capital Partners II, L.P.
10% Owner
MCP Supplemental Fund II, L.P.
10% Owner
Monomoy Ultimate GP, LLC
Director · 10% Owner
Monomoy General Partner II, L.P.
10% Owner
Monomoy General Partner, L.P.
10% Owner
Monomoy Capital Management, L.P.
10% Owner
Period of report
Jun 2, 2015
Accepted (ET)
Jun 4, 2015 · 5:11 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001532543
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per shareF1,F2,F3,F4 | Jun 2, 2015 | D | 16,014 | — | D | 0 | I | See Footnotes |
| Common Stock, par value $0.0001 per shareF1,F5 | Jun 2, 2015 | D | 8,096,581 | — | D | 0 | I | By Monomoy Capital Partners, L.P. |
| Common Stock, par value $0.0001 per shareF1,F6 | Jun 2, 2015 | D | 251,706 | — | D | 0 | I | By MCP Supplemental Fund, L.P. |
| Common Stock, par value $0.0001 per shareF1,F7 | Jun 2, 2015 | D | 41,917 | — | D | 0 | I | By Monomoy Executive Co-Investment Fund, L.P. |
| Common Stock, par value $0.0001 per shareF1,F8 | Jun 2, 2015 | D | 4,595,816 | — | D | 0 | I | By Monomoy Capital Partners II, L.P. |
| Common Stock, par value $0.0001 per shareF1,F9 | Jun 2, 2015 | D | 145,560 | — | D | 0 | I | By MCP Supplemental Fund II, L.P. |
| Series A Preferred StockF1,F5 | Jun 2, 2015 | D | 13,071 | — | D | 0 | I | By Monomoy Capital Partners, L.P. |
| Series A Preferred StockF1,F6 | Jun 2, 2015 | D | 406 | — | D | 0 | I | By MCP Supplemental Fund, L.P. |
| Series A Preferred StockF1,F7 | Jun 2, 2015 | D | 68 | — | D | 0 | I | By Monomoy Executive Co-Investment Fund, L.P. |
| Series A Preferred StockF1,F8 | Jun 2, 2015 | D | 7,420 | — | D | 0 | I | By Monomoy Capital Partners II, L.P. |
| Series A Preferred StockF1,F9 | Jun 2, 2015 | D | 235 | — | D | 0 | I | By MCP Supplemental Fund II, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to Purchase Common StockF10,F5 | $0.01 | Jun 2, 2015 | D | 2,736,355 | D | Jul 30, 2014 | Jul 30, 2021 | Common Stock | 2,736,355 | 0 | I |
| Warrants to Purchase Common StockF10,F6 | $0.01 | Jun 2, 2015 | D | 85,067 | D | Jul 30, 2014 | Jul 30, 2021 | Common Stock | 85,067 | 0 | I |
| Warrants to Purchase Common StockF10,F7 | $0.01 | Jun 2, 2015 | D | 14,167 | D | Jul 30, 2014 | Jul 30, 2021 | Common Stock | 14,167 | 0 | I |
| Warrants to Purchase Common StockF10,F8 | $0.01 | Jun 2, 2015 | D | 1,553,221 | D | Jul 30, 2014 | Jul 30, 2021 | Common Stock | 1,553,221 | 0 | I |
| Warrants to Purchase Common StockF10,F9 | $0.01 | Jun 2, 2015 | D | 49,194 | D | Jul 30, 2014 | Jul 30, 2021 | Common Stock | 49,194 | 0 | I |
Explanation of responses
- F1Pursuant to the Issuer's Prepackaged Chapter 11 Plan, as supplemented, which was confirmed by the United States Bankruptcy Court for the District of Delaware on May 22, 2015, each share of the Issuer's preferred stock and common stock and each warrant to purchase common stock outstanding prior to the Issuer's emergence from bankruptcy was canceled on June 2, 2015, the Effective Date of the Plan. On the Effective Date, holders of the Issuer's previously outstanding preferred stock received 10.6 shares of the Issuer's new common stock (or their cash equivalent) for each share of preferred stock previously held, and holders of the Issuer's previously outstanding common stock and in-the-money warrants received 0.005 shares of the Issuer's new common stock (or their cash equivalent) for each vested share of common stock previously held or underlying an in-the-money warrant.
- F10These warrants were issued together with the shares of Series A Preferred Stock reported in Table I.
- F212,319 of these shares were held directly by Daniel Collin and 3,695 of these shares were held directly by Stephen Presser for the benefit of Monomoy Capital Management, L.P. ("MCM"). MCM was entitled to receive all director compensation payable by the issuer in respect of Mr. Collin's and Mr. Presser's board positions, and Mr. Collin and Mr. Presser did not have any right to the proceeds of the disposition of these shares. Monomoy Ultimate GP, LLC ("Ultimate GP") is the general partner of MCM. As such, MCM and Ultimate GP may have been deemed to be the beneficial owner of these shares. MCM and Ultimate GP expressly disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein. (continued in footnote 3)
- F3The proceeds of any disposition of these shares will be applied against management fees payable to MCM pursuant to the applicable partnership agreements of Monomoy Capital Partners, L.P. ("MCP"), Monomoy Capital Partners II, L.P. ("MCP II") and MCP Supplemental Fund II, L.P. ("MCP Supplemental Fund II"). Monomoy General Partner, L.P. ("Monomoy GP") is the general partner of MCP. Monomoy General Partner II, L.P. ("Monomoy GP II") is the general partner of MCP II and MCP Supplemental Fund II. Ultimate GP is the general partner of Monomoy GP and Monomoy GP II.
- F4As such, MCP, MCP II, MCP Supplemental Fund II, Monomoy GP, Monomoy GP II and Ultimate GP may have been deemed to have an indirect pecuniary interest in the shares of common stock issued in respect of Mr. Collin's and Mr. Presser's board service due to a partial offset of the management fee related to the issuance of such shares. Each of MCP, MCP II, MCP Supplemental Fund II, Monomoy GP, Monomoy GP II and Ultimate GP expressly disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein.
- F5These shares were held directly by MCP. Monomoy GP is the general partner of MCP, and Ultimate GP is the general partner of Monomoy GP. As such, Monomoy GP and Ultimate GP may have been deemed to be the beneficial owner of the shares held directly by MCP. Each of Monomoy GP and Ultimate GP expressly disclaim beneficial ownership of shares held directly by MCP, except to the extent of their respective pecuniary interests therein.
- F6These shares were held directly by MCP Supplemental Fund, L.P. ("MCP Supplemental Fund"). Monomoy GP is the general partner of MCP Supplemental Fund, and Ultimate GP is the general partner of Monomoy GP. As such, Monomoy GP and Ultimate GP may have been deemed to be the beneficial owner of the shares held directly by MCP Supplemental Fund. Each of Monomoy GP and Ultimate GP expressly disclaim beneficial ownership of shares held directly by MCP Supplemental Fund, except to the extent of their respective pecuniary interests therein.
- F7These shares were held directly by Monomoy Executive Co-Investment Fund, L.P. ("Co-Investment Fund"). Monomoy GP is the general partner of Co-Investment Fund, and Ultimate GP is the general partner of Monomoy GP. As such, Monomoy GP and Ultimate GP may have been deemed to be the beneficial owner of the shares held directly by Co-Investment Fund. Each of Monomoy GP and Ultimate GP expressly disclaim beneficial ownership of shares held directly by Co-Investment Fund, except to the extent of their respective pecuniary interests therein.
- F8These shares were held directly by MCP II. Monomoy GP II is the general partner of MCP II, and Ultimate GP is the general partner of Monomoy GP II. As such, Monomoy GP II and Ultimate GP may have been deemed to be the beneficial owner of the shares held directly by MCP II. Each of Monomoy GP II and Ultimate GP expressly disclaim beneficial ownership of shares held directly by MCP II, except to the extent of their respective pecuniary interests therein.
- F9These shares were held directly by MCP Supplemental Fund II. Monomoy GP II is the general partner of MCP Supplemental Fund II, and Ultimate GP is the general partner of Monomoy GP II. As such, Monomoy GP II and Ultimate GP may have been deemed to be the beneficial owner of the shares held directly by MCP Supplemental Fund II. Each of Monomoy GP II and Ultimate GP expressly disclaim beneficial ownership of shares held directly by MCP Supplemental Fund II, except to the extent of their respective pecuniary interests therein.
Remarks
Monomoy Ultimate GP, LLC, Monomoy General Partner, L.P., Monomoy General Partner II, L.P., Monomoy Capital Partners, L.P., MCP Supplemental Fund, L.P., Monomoy Executive Co-Investment Fund, L.P., Monomoy Capital Partners II, L.P., MCP Supplemental Fund II, L.P. and Monomoy Capital Management, L.P. each may have been deemed a director by deputization as a result of Daniel Collin and Stephen Presser, managing directors of Monomoy Ultimate GP, LLC, serving on the board of directors of EveryWare Global, Inc.