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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EveryWare Global, Inc. [ EVRY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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) | 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 | A | 9,256,438(1) | A | (2) | 9,256,438 | I | By Monomoy Capital Partners, L.P.(3) | ||
Common Stock | 05/21/2013 | A | 287,763(4) | A | (2) | 287,763 | I | By MCP Supplemental Fund, L.P.(5) | ||
Common Stock | 05/21/2013 | A | 47,922(6) | A | (2) | 47,922 | I | By Monomoy Executive Co-Investment Fund, L.P.(7) | ||
Common Stock | 05/21/2013 | A | 5,254,178(8) | A | (2) | 5,254,178 | I | By Monomoy Capital Partners II, L.P.(9) | ||
Common Stock | 05/21/2013 | A | 166,412(10) | A | (2) | 166,412 | I | By MCP Supplemental Fund II, L.P.(11) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Received in exchange for 1,447.5 shares of EveryWare Global, Inc. ("Former EveryWare") Class A voting common stock and 13,792.37579 shares of Former EveryWare Class C nonvoting common stock in connection with the merger of Former EveryWare into a subsidiary of ROI Acquisition Corp. (the "Merger"). In connection with the Merger, the issuer changed its name to EveryWare Global, Inc. Of the 9,256,438 shares issued to Monomy Capital Partners, L.P. ("MCP") in the Merger, 2,064,851 are subject to forfeiture in the event that the trading price of the issuer's common stock does not exceed certain price targets subsequent to the closing of the Merger. |
2. These shares of issuer common stock were acquired in exchange for common stock of Former EveryWare pursuant to the Merger. The merger agreement, which was entered into on January 31, 2013, placed a value on the issuer's common stock of $10 a share. |
3. These shares are held directly by MCP. Monomoy General Partner, L.P. ("Monomoy GP") is the general partner of MCP, and Monomoy Ultimate GP, LLC ("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 be deemed to have an indirect pecuniary interest in the shares held directly by MCP. The reporting person expressly disclaims beneficial owernship of shares held directly by MCP, except to the extent of his pecuniary interest therein. |
4. Received in exchange for 45.0 shares of Former EveryWare Class A voting common stock and 428.77655 shares of Former EveryWare Class C nonvoting common stock in connection with the Merger. Of the 287,763 shares issued to MCP Supplemental Fund, L.P. ("MCP Supplemental Fund") in the Merger, 64,192 are subject to forfeiture in the event that the trading price of the issuer's common stock does not exceed certain price targets subsequent to the closing of the Merger. |
5. These shares are held directly by 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 be deemed to have an indirect pecuniary interest in the shares held directly by MCP Supplemental Fund. The reporting person expressly disclaims beneficial owernship of shares held directly by MCP Supplemental Fund, except to the extent of his pecuniary interest therein. |
6. Received in exchange for 7.5 shares of Former EveryWare Class A voting common stock and 71.39924 shares of Former EveryWare Class C nonvoting common stock in connection with the Merger. Of the 47,922 shares issued to Monomoy Executive Co-Investment Fund, L.P. in the Merger, 10,690 are subject to forfeiture in the event that the trading price of the issuer's common stock does not exceed certain price targets subsequent to the closing of the Merger. |
7. These shares are held directly by 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 be deemed to have an indirect pecuniary interest in the shares held directly by Co-Investment Fund. The reporting person expressly disclaims beneficial owernship of shares held directly by Co-Investment Fund, except to the extent of his pecuniary interest therein. |
8. Received in exchange for 860.6162 shares of Former EveryWare Class A voting common stock and 7,789.90951 shares of Former EveryWare Class C nonvoting common stock in connection with the Merger. Of the 5,254,178 shares issued to Monomoy Capital Partners II, L.P. ("MCP II") in the Merger, 1,172,058 are subject to forfeiture in the event that the trading price of the issuer's common stock does not exceed certain price targets subsequent to the closing of the Merger. |
9. These shares are held directly by MCP II. Monomoy General Partner II, L.P. ("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 be deemed to have an indirect pecuniary interest in the shares held directly by MCP II. The reporting person expressly disclaims beneficial owernship of shares held directly by MCP II, except to the extent of his pecuniary interest therein. |
10. Received in exchange for 27.25773 shares of Former EveryWare Class A voting common stock and 246.72467 shares of Former EveryWare Class C nonvoting common stock in connection with the Merger. Of the 166,412 shares issued to MCP Supplemental Fund II, L.P. ("MCP Supplemental Fund II") in the Merger, 37,122 are subject to forfeiture in the event that the trading price of the issuer's common stock does not exceed certain price targets subsequent to the closing of the Merger. |
11. These shares are 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 be deemed to have an indirect pecuniary interest in theshares held directly by MCP Supplemental Fund II. The reporting person expressly disclaims beneficial owernship of shares held directly by MCP Supplemental Fund II, except to the extent of his pecuniary interest therein. |
/s/ Andrea Cipriani, under Power of Attorney | 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |