Statement of Changes in Beneficial Ownership (4)
October 15 2020 - 5:50PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Birnbaum Seth |
2. Issuer Name and Ticker or Trading Symbol
EverQuote, Inc.
[
EVER
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O EVERQUOTE, INC., 210 BROADWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/13/2020 |
(Street)
CAMBRIDGE, MA 02139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 10/13/2020 | | S | | 14722 (1) | D | $40.64 (2) | 422742 | D | |
Class A Common Stock | 10/15/2020 | | M | | 14722 | A | $6.88 | 437464 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (right to buy) | $6.88 | 10/15/2020 | | D (3) | | | 14722 | (3) | 1/10/2026 | Class B Common Stock | 14722 | $0.00 | 201925 | D | |
Employee Stock Option (right to buy) | $6.88 | 10/15/2020 | | A (3) | | 14722 | | (3) | 1/10/2026 | Class A Common Stock | 14722 | $0.00 | 14722 | D | |
Employee Stock Option (right to buy) | $6.88 | 10/15/2020 | | M | | | 14722 | (3) | 1/10/2026 | Class A Common Stock | 14722 | $0.00 | 0 | D | |
Explanation of Responses: |
(1) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2019, amended on November 15, 2019. |
(2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.50 to $40.89, inclusive. The reporting person undertakes to provide to EverQuote, Inc., any security holder of EverQuote, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
(3) | The reported transaction involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option with respect to the exercised shares. The original option was granted on January 11, 2016 and was exercisable for up to an aggregate total of 320,000 shares of Class B Common Stock, which shares vest over six years in seventy-two equal monthly installments with the first installment vested on December 31, 2015. The replacement option is exercisable for shares of Class A Common Stock for the number of shares exercised in this transaction. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Birnbaum Seth C/O EVERQUOTE, INC. 210 BROADWAY CAMBRIDGE, MA 02139 | X |
| President and CEO |
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Signatures
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/s/ David Mason, as attorney-in-fact for Seth Birnbaum | | 10/15/2020 |
**Signature of Reporting Person | Date |
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