SEC Form 4 · accession 0000899243-18-019308

EverQuote, Inc. · EVER

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John David Giordano

Other

Period of report

Jul 2, 2018

Accepted (ET)

Jul 3, 2018 · 6:15 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 Stock^F1	Jul 2, 2018	C	112,000	—	A	252,400	D
Class A Common Stock^F2,F3	Jul 2, 2018	S$0	112,000	—	D	140,400	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 (convertible) Preferred Stock^F4	—	Jul 2, 2018	C	33,546	D	—	—	Class B Common Stock	268,368	0	D
Class B (convertible) Common Stock^F5	—	Jul 2, 2018	C	268,368	A	—	—	Class A Common Stock	268,368	415,784	D
Class B (convertible) Common Stock^F5	—	Jul 2, 2018	C	112,000	D	—	—	Class A Common Stock	112,000	303,784	D

Explanation of responses

F1Pursuant to the Sale (defined below), 112,000 shares of Class B Common Stock held by the reporting person automatically converted into shares of Class A Common Stock on a one-to-one basis.
F2Pursuant 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 112,000 shares of Class A Common Stock (as converted) held by the Reporting Person.
F3(Continued from Footnote 2) 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 112,000 shares of Class A Common Stock (as converted) 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 $1,874,880.
F4The Series A Preferred Stock converted into Class B Common Stock on a one-to-eight basis and had no expiration date.
F5Shares of Class B Common Stock are convertible into shares of Class A Common Stock 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.