SEC Form 4 · accession 0000899243-18-018959
EverQuote, Inc. · EVER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Seth Birnbaum
Officer — President and CEO · Director
Period of report
Jun 28, 2018
Accepted (ET)
Jul 2, 2018 · 5:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001640428
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jun 28, 2018 | A | 640,000 | $0.00 | A | 640,000 | D | |
| Class A Common StockF2 | Jul 2, 2018 | C | 274,012 | $0.00 | A | 274,012 | I | See footnote |
| Class A Common StockF2 | Jul 2, 2018 | S | 274,012 | $18.00 | D | 0 | I | See footnote |
| Class A Common Stock | Jul 2, 2018 | C | 291,200 | $0.00 | A | 931,200 | D | |
| Class A Common Stock | Jul 2, 2018 | S | 291,200 | $18.00 | D | 640,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F3,F4 | — | Jul 2, 2018 | C | 133,065 | D | — | — | Class B Common Stock | 1,064,520 | 0 | I |
| Class B Common StockF4,F2 | — | Jul 2, 2018 | C | 1,064,520 | A | — | — | Class A Common Stock | 1,064,520 | 1,064,520 | I |
| Class B Common StockF4,F2 | — | Jul 2, 2018 | C | 274,012 | D | — | — | Class A Common Stock | 274,012 | 790,508 | I |
| Class B Common StockF4 | — | Jul 2, 2018 | C | 291,200 | D | — | — | Class A Common Stock | 291,200 | 287,904 | D |
Explanation of responses
- F1Consists of shares of Class A Common Stock issuable under 640,000 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Class A Common Stock upon vesting. These RSUs are scheduled to vest in equal quarterly installments over seven years with the first installment vested on June 30, 2018.
- F2Consists of shares held by Cogo Labs, Inc., with respect to which Cogo Labs, Inc. has empowered Mr. Birnbaum and Mira Wilczek, acting together and not individually, to exercise investment power, which may be revoked by Cogo Labs, Inc. at any time. Mr. Birnbaum disclaims beneficial ownership of the shares owned directly by Cogo Labs, Inc. except to the extent of any pecuniary interest therein.
- F3The Series A Preferred Stock converted into Class B Common Stock on a one-for-eight basis automatically upon the closing of the issuer's initial public offering of its Class A Common Stock without payment of consideration. The Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock. The shares had no expiration date.
- F4The Class B Common Stock is convertible into the issuer's Class A Common Stock on a one-for-one basis upon certain transfers of such shares and at the holder's election and has no expiration date.