SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PRESSER STEPHEN

(Last) (First) (Middle)
C/O MONOMOY CAPITAL PARTNERS
142 W. 57TH ST., 17TH FL.

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EveryWare Global, Inc. [ EVRYQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/02/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Common Stock, par value $0.0001 per share 06/02/2015 D 16,014 D (1) 0 I See Footnotes(2)(3)
Common Stock, par value $0.0001 per share 06/02/2015 D 8,096,581 D (1) 0 I By Monomoy Capital Partners, L.P.(4)
Common Stock, par value $0.0001 per share 06/02/2015 D 251,706 D (1) 0 I By MCP Supplemental Fund, L.P.(5)
Common Stock, par value $0.0001 per share 06/02/2015 D 41,917 D (1) 0 I By Monomoy Executive Co-Investment Fund, L.P.(6)
Common Stock, par value $0.0001 per share 06/02/2015 D 4,595,816 D (1) 0 I By Monomoy Capital Partners II, L.P.(7)
Common Stock, par value $0.0001 per share 06/02/2015 D 145,560 D (1) 0 I By MCP Supplemental Fund II, L.P.(8)
Series A Preferred Stock 06/02/2015 D 13,071.354 D (1) 0 I By Monomoy Capital Partners, L.P.(4)
Series A Preferred Stock 06/02/2015 D 406.361 D (1) 0 I By MCP Supplemental Fund, L.P.(5)
Series A Preferred Stock 06/02/2015 D 67.672 D (1) 0 I By Monomoy Executive Co-Investment Fund, L.P.(6)
Series A Preferred Stock 06/02/2015 D 7,419.617 D (1) 0 I By Monomoy Capital Partners II, L.P.(7)
Series A Preferred Stock 06/02/2015 D 234.996 D (1) 0 I By MCP Supplemental Fund II, L.P.(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Warrants to Purchase Common Stock $0.01 06/02/2015 D 2,736,355 07/30/2014 07/30/2021 Common Stock 2,736,355 (9) 0 I By Monomoy Capital Partners, L.P.(4)
Warrants to Purchase Common Stock $0.01 06/02/2015 D 85,067 07/30/2014 07/30/2021 Common Stock 85,067 (9) 0 I By MCP Supplemental Fund, L.P.(5)
Warrants to Purchase Common Stock $0.01 06/02/2015 D 14,167 07/30/2014 07/30/2021 Common Stock 14,167 (9) 0 I By Monomoy Executive Co-Investment Fund, L.P.(6)
Warrants to Purchase Common Stock $0.01 06/02/2015 D 1,553,221 07/30/2014 07/30/2021 Common Stock 1,553,221 (9) 0 I By Monomoy Capital Partners II, L.P.(7)
Warrants to Purchase Common Stock $0.01 06/02/2015 D 49,194 07/30/2014 07/30/2021 Common Stock 49,194 (9) 0 I By MCP Supplemental Fund II, L.P.(8)
Explanation of Responses:
1. Pursuant to the Issuer's Prepackaged Chapter 11 Plan, as supplemented, which was confirmed by the United States Bankruptcy Court for the District of Delaware on May 22, 2015, each share of the Issuer's preferred stock and common stock and each warrant to purchase common stock outstanding prior to the Issuer's emergence from bankruptcy was canceled on June 2, 2015, the Effective Date of the Plan. On the Effective Date, holders of the Issuer's previously outstanding preferred stock received 10.6 shares of the Issuer's new common stock (or their cash equivalent) for each share of preferred stock previously held, and holders of the Issuer's previously outstanding common stock and in-the-money warrants received 0.005 shares of the Issuer's new common stock (or their cash equivalent) for each vested share of common stock previously held or underlying an in-the-money warrant.
2. 3,695 of these shares were held directly by the reporting person and 12,319 of these shares were held directly by Daniel Collin for the benefit of Monomoy Capital Management, L.P. ("MCM"). MCM was entitled to receive all director compensation payable by the issuer in respect of the reporting person's and Mr. Collin's board positions, and the reporting person and Mr. Collin did not have any right to the proceeds of the disposition of these shares. Monomoy Ultimate GP, LLC ("Ultimate GP") is the general partner of MCM. The reporting person is a limited partner of MCM and a managing member of Ultimate GP. As such, the reporting person may have been deemed to have an indirect pecuniary interest in these shares. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. The proceeds of any disposition of these shares would have been applied against management fees payable to MCM (continued in footnote 3)
3. pursuant to the applicable partnership agreements of Monomoy Capital Partners, L.P. ("MCP"), Monomoy Capital Partners II, L.P. ("MCP II") and MCP Supplemental Fund II, L.P. ("MCP Supplemental Fund II"). Monomoy General Partner, L.P. ("Monomoy GP") is the general partner of MCP. Monomoy General Partner II, L.P. ("Monomoy GP II") is the general partner of MCP II and MCP Supplemental Fund II. Ultimate GP is the general partner of Monomoy GP and Monomoy GP II. The reporting person is a managing member of Ultimate GP. As such, the reporting person may have been deemed to have an indirect pecuniary interest in these shares. The reporting person expressly disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
4. These shares were held directly by MCP. Monomoy GP is the general partner of MCP, and Ultimate GP is the general partner of Monomoy GP. The reporting person is a managing member of Ultimate GP. As such, the reporting person may have been deemed to have an indirect pecuniary interest in the shares held directly by MCP. The reporting person expressly disclaims beneficial ownership of shares held directly by MCP, except to the extent of his pecuniary interest therein.
5. These shares were held directly by MCP Supplemental Fund, L.P. ("MCP Supplemental Fund"). Monomoy GP is the general partner of MCP Supplemental Fund, and Ultimate GP is the general partner of Monomoy GP. The reporting person is a managing member of Ultimate GP. As such, the reporting person may have been deemed to have an indirect pecuniary interest in the shares held directly by MCP Supplemental Fund. The reporting person expressly disclaims beneficial ownership of shares held directly by MCP Supplemental Fund, except to the extent of his pecuniary interest therein.
6. These shares were held directly by Monomoy Executive Co-Investment Fund, L.P. ("Co-Investment Fund"). Monomoy GP is the general partner of Co-Investment Fund, and Ultimate GP is the general partner of Monomoy GP. The reporting person is a managing member of Ultimate GP. As such, the reporting person may have been deemed to have an indirect pecuniary interest in the shares held directly by Co-Investment Fund. The reporting person expressly disclaims beneficial ownership of shares held directly by Co-Investment Fund, except to the extent of his pecuniary interest therein.
7. These shares were held directly by MCP II. Monomoy GP II is the general partner of MCP II, and Ultimate GP is the general partner of Monomoy GP II. The reporting person is a managing member of Ultimate GP. As such, the reporting person may have been deemed to have an indirect pecuniary interest in the shares held directly by MCP II. The reporting person expressly disclaims beneficial ownership of shares held directly by MCP II, except to the extent of his pecuniary interest therein.
8. These shares were held directly by MCP Supplemental Fund II. Monomoy GP II is the general partner of MCP Supplemental Fund II, and Ultimate GP is the general partner of Monomoy GP II. The reporting person is a managing member of Ultimate GP. As such, the reporting person may have been deemed to have an indirect pecuniary interest in the shares held directly by MCP Supplemental Fund II. The reporting person expressly disclaims beneficial ownership of shares held directly by MCP Supplemental Fund II, except to the extent of his pecuniary interest therein.
9. These warrants were issued together with the shares of Series A Preferred Stock reported in Table I.
Remarks:
/s/ Andrea Cipriani, under Power of Attorney 06/02/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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