Statement of Changes in Beneficial Ownership (4)
February 11 2021 - 05:24PM
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 * Revesz Tomas Jr |
2. Issuer Name and Ticker or Trading
Symbol EverQuote, Inc. [ EVER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Architect |
(Last)
(First)
(Middle)
C/O EVERQUOTE, INC., 210 BROADWAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/9/2021
|
(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 |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
2/9/2021 |
|
M |
|
20000 |
A |
$6.88 |
543894 |
D |
|
Class A Common Stock |
2/9/2021 |
|
S |
|
11574 (1) |
D |
$50.45 (2) |
532320 |
D |
|
Class A Common Stock |
2/9/2021 |
|
S |
|
7776 (1) |
D |
$51.35 (3) |
524544 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
2/9/2021 |
|
D (4) |
|
|
20000 |
(4) |
1/10/2026 |
Class B Common Stock |
20000 |
$0.00 |
138796 |
D |
|
Employee Stock Option (right to
buy) |
$6.88 |
2/9/2021 |
|
A (4) |
|
20000 |
|
(4) |
1/10/2026 |
Class A Common Stock |
20000 |
$0.00 |
20000 |
D |
|
Employee Stock Option (right to
buy) |
$6.88 |
2/9/2021 |
|
M |
|
|
20000 |
(4) |
1/10/2026 |
Class A Common Stock |
20000 |
$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 8, 2019 and represent the sale of
shares necessary to meet tax withholding obligations as a result of
vesting in restricted stock units on September 28, 2020. The sales
do not represent a discretionary trade by the reporting
person. |
(2) |
The price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $50.00 to $50.96 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 price reported in Column
4 is a weighted average price. These shares were sold in multiple
transactions at prices ranging from $51.02 to $51.75, 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. |
(4) |
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 originally
provided for the purchase of up to an aggregate total of 320,000
shares of Class B Common Stock, with the shares underlying the
option scheduled to vest over six years in seventy-two equal
monthly installments with the first installment vested on December
31, 2015. The shares underlying the portion of the original option
that was cancelled were fully vested and the replacement option was
fully vested and exercisable for the number of shares of Class A
Common Stock acquired in this transaction. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Revesz Tomas Jr
C/O EVERQUOTE, INC.
210 BROADWAY
CAMBRIDGE, MA 02139 |
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|
Chief Architect |
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Signatures
|
/s/ David Mason, as attorney-in-fact for Tomas
Revesz |
|
2/11/2021 |
**Signature of Reporting
Person |
Date |