SEC Form 4 · accession 0000899243-18-019301
EverQuote, Inc. · EVER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David B Blundin
Director · 10% Owner
Period of report
Jul 2, 2018
Accepted (ET)
Jul 3, 2018 · 6:11 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,F2 | Jul 2, 2018 | C | 274,012 | — | A | 274,012 | I | By Cogo Labs, Inc. |
| Class A Common StockF3,F4,F2 | Jul 2, 2018 | S$0 | 274,012 | — | D | 0 | I | By Cogo Labs, Inc. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A (convertible) Preferred StockF6,F5 | — | Jul 2, 2018 | C | 805,111 | D | — | — | Class B Common Stock | 6,440,888 | 0 | I |
| Class B (convertible) Common StockF6,F7 | — | Jul 2, 2018 | C | 6,440,888 | A | — | — | Class A Common Stock | 6,440,888 | 6,440,888 | I |
| Series A (convertible) Preferred StockF2,F5 | — | Jul 2, 2018 | C | 133,065 | D | — | — | Class B Common Stock | 1,064,520 | 0 | I |
| Class B (convertible) Common StockF2,F7 | — | Jul 2, 2018 | C | 1,064,520 | A | — | — | Class A Common Stock | 1,064,520 | 1,064,520 | I |
| Class B (convertible) Common StockF2,F1 | — | Jul 2, 2018 | C | 274,012 | D | — | — | Class A Common Stock | 274,012 | 790,508 | I |
| Series B (convertible) Preferred StockF9,F8 | — | Jul 2, 2018 | C | 34,656 | D | — | — | Class B Common Stock | 277,248 | 0 | I |
| Class B (convertible) Common StockF9,F7 | — | Jul 2, 2018 | C | 277,248 | A | — | — | Class A Common Stock | 277,248 | 277,248 | I |
| Class B (convertible) Common StockF10,F7 | — | holding | — | — | — | — | — | Class A Common Stock | 3,369,560 | 3,369,560 | I |
Explanation of responses
- F1Pursuant to the Sale (as defined below), 274,012 shares of Class B Common Stock indirectly held by the reporting person automatically converted into shares of Class A Common Stock on a one-to-one basis.
- F10Link Ventures, LLLP directly owns the reported securities. The reporting person is the managing member of Link Management, LLC, which is the general partner of Link Ventures, LLLP. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the partnership, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
- F2Cogo Labs, Inc. directly owns the reported securities. The reporting person is the controlling stockholder of Cogo Labs, Inc. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the corporation, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
- F3Pursuant to an underwriting agreement, dated June 27, 2018 (the "Underwriting Agreement"), by and among J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with several underwriters named in Schedule 1 thereto, the "Underwriters"), EverQuote, Inc. (the "Company") and the selling stockholders named in Schedule 2 thereto (the "Selling Stockholders"), the Underwriters agreed to purchase from the Selling Stockholders and the Selling Stockholders agreed to sell to the Underwriters an aggregate of 1,562,500 shares of Class A Common Stock (the "Sale"), which aggregate amount includes 274,012 shares of Class A Common Stock held by the Reporting Person.
- F4(Continued from Footnote 3) Pursuant to the final prospectus filed by the Company on June 28, 2018, the public offering price in the public offering of Class A Common Stock was $18.00 per share and the underwriting discount was $1.26 per share. Accordingly, the Reporting Person sold an aggregate of 274,012 shares of Class A Common Stock in such Sale to the Underwriters and received a price per share of Class A Common Stock of $16.74 (which is net of underwriting discounts and commissions) for an aggregate amount of $4,586,960.88.
- F5The Series A Preferred Stock converted into Class B Common Stock on a one-for-eight basis and had no expiration date.
- F6Link Ventures Investment Vehicle II, LLC directly owns the reported securities. The reporting person is the managing member of Link Ventures Investment Vehicle II, LLC. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.
- F7Shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis at any time at the option of the holder and has no expiration date. In addition, subject to certain exceptions described in the Issuer's Restated Certificate of Incorporation, shares of Class B Common Stock convert automatically into shares of Class A Common Stock on a one-to-one basis upon transfer.
- F8The Series B Preferred Stock converted into Class B Common Stock on a one-for-eight basis and had no expiration.
- F9LV2 LP EQ Series B SPV, LLC directly owns the reported securities. The reporting person is the managing member of Link Equity Partners, LLC, which is the managing member of LV2 EQ SPV Manager, LLC, which is the managing member of LV2 LP EQ Series B SPV, LLC. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.