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*
CLINTON GROUP INC

(Last) (First) (Middle)
601 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EveryWare Global, Inc. [ EVRY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 05/21/2013 P 1,050,000 A $10 2,913,000(7) I See Footnote.(1)
Common Stock 05/21/2013 P 600,000 A $10 600,000 I See Footnote.(2)
Common Stock 05/22/2013 P 5,000 A $10.25 2,918,000(7) I See Footnote.(1)
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 $12 05/21/2013 J(3) 300,000 (4) (5) Common Stock 300,000 $0 4,423,851 I See Footnote.(1)
Warrants to Purchase Common Stock $12 05/21/2013 J(3) 300,000 (4) (5) Common Stock 300,000 $0 300,000 I See Footnote.(2)
Warratns to Purchase Common Stock $12 05/21/2013 J(6) 4,423,851 (4) (5) Common Stock 4,423,851 $0 0 I See Footnote.(1)
Warrants to Purchase Common Stock $6 05/21/2013 J(6) 2,211,925 (4) (5) Common Stock 2,211,925 $0 2,211,925 I See Footnote.(1)
Warrants to Purchase Common Stock $12 05/21/2013 J(3) 300,000 (4) (5) Common Stock 300,000 $0 0 I See Footnote.(2)
Warrants to Purchase Common Stock $6 05/21/2013 J(6) 150,000 (4) (5) Common Stock 150,000 $0 150,000 I See Footnote.(2)
1. Name and Address of Reporting Person*
CLINTON GROUP INC

(Last) (First) (Middle)
601 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Clinton Spotlight Master Fund LP

(Last) (First) (Middle)
601 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CLINTON MAGNOLIA FUND LTD

(Last) (First) (Middle)
C/O FORTIS SERVICES (CAYMAN) LIMITED
PO BOX 2003 GT

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. By Clinton Magnolia Master Fund, Ltd., whose investment manager is Clinton Group, Inc.
2. By Clinton Spotlight Master Fund, L.P., whose investment manager is Clinton Group, Inc.,
3. The warrants were transferred from one affiliate of the reporting person to another.
4. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or twelve months from the closing of the Issuer's initial public offering, provided in each case that the Issuer has an effective registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available.
5. Five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.
6. All of the issuer's warrants were amended to reduce the number of shares and their exercise price in half.
7. Up to 547,913 of such shares shall be subject to forfeiture as follows: (i) all of the shares shall be subject to forfeiture by the holder in the event that the last sales price of the Issuer's stock does not equal or exceed $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within 5 years following the closing of the Issuer's initial business combination, and (ii) 282,225 shares shall be subject to forfeiture by the holder in the event that the last sales price of the Issuer's stock does not equal or exceed $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within 5 years following the closing of the Issuer's initial business combination.
/s/ Laura Rosenblum, Attorney-in-Fact 05/23/2013
/s/ Laura Rosenblum, Attorney-in-Fact 05/23/2013
/s/ Laura Rosenblum, Attorney-in-Fact 05/23/2013
** 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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