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*
Monomoy Ultimate GP, LLC

(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. [ EVRY ]
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)
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 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)
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
1. Name and Address of Reporting Person*
Monomoy Ultimate GP, LLC

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

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Monomoy General Partner, L.P.

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

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Monomoy General Partner II, L.P.

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

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Monomoy Capital Partners, L.P.

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

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MCP SUPPLEMENTAL FUND, L.P.

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

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Monomoy Executive Co-Investment Fund, L.P.

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

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Monomoy Capital Partners II, L.P.

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

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MCP Supplemental Fund II, L.P.

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

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
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 the reporting person 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. Each reporting person acquired these shares of issuer common stock 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 Monomoy Capital Partners, L.P. ("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. As such, Monomoy GP and Ultimate GP may be deemed to be the beneficial owner of the shares held directly by MCP. Each of Monomoy GP and Ultimate GP expressly disclaim beneficial owernship of shares held directly by MCP, except to the extent of their respective pecuniary interests 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 the reporting person 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, 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. As such, Monomoy GP and Ultimate GP may be deemed to be the beneficial owner of the shares held directly by MCP Supplemental Fund. Each of Monomoy GP and Ultimate GP expressly disclaim beneficial owernship of shares held directly by MCP Supplemental Fund, except to the extent of their respective pecuniary interests 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 the reporting person 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 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. As such, Monomoy GP and Ultimate GP may be deemed to be the beneficial owner of the shares held directly by Co-Investment Fund. Each of Monomoy GP and Ultimate GP expressly disclaim beneficial owernship of shares held directly by Co-Investment Fund, except to the extent of their respective pecuniary interests 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 the reporting person 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 Monomoy Capital Partners II, L.P. ("MCP II"). Monomoy General Partner II, L.P. ("Monomoy GP II") is the general partner of Monomy GP II, and Ultimate GP is the general partner of Monomoy GP II. As such, Monomoy GP II and Ultimate GP may be deemed to be the beneficial owner of the shares held directly by MCP II. Each of Monomoy GP II and Ultimate GP expressly disclaim beneficial owernship of shares held directly by MCP II, except to the extent of their respective pecuniary interests 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 the reporting person 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, L.P. ("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. As such, Monomoy GP II and Ultimate GP may be deemed to be the beneficial owner of the shares held directly by MCP Supplemental Fund II. Each of Monomoy GP II and Ultimate GP expressly disclaim beneficial owernship of shares held directly by MCP Supplemental Fund II, except to the extent of their respective pecuniary interests therein.
Remarks:
Monomoy Ultimate GP, LLC, Monomoy General Partner, L.P., Monomoy General Partner II, L.P., Monomoy Capital Partners, L.P., MCP Supplemental Fund, L.P., Monomoy Executive Co-Investment Fund, L.P., Monomoy Capital Partners II, L.P. and MCP Supplemental Fund II, L.P. each may be deemed a director by deputization as a result of Daniel Collin and Stephen Presser, managing members of Monomoy Ultimate GP, LLC, serving on the board of directors of EveryWare Global, Inc.
Monomoy Ultimate GP, LLC, by /s/ Andrea Cipriani, under Power of Attorney 05/23/2013
Monomoy General Partner, L.P., by /s/ Andrea Cipriani, under Power of Attorney 05/23/2013
Monomoy General Partner II, L.P., by /s/ Andrea Cipriani, under Power of Attorney 05/23/2013
Monomoy Capital Partners, L.P., by /s/ Andrea Cipriani, under Power of Attorney 05/23/2013
MCP Supplemental Fund, L.P., by /s/ Andrea Cipriani, under Power of Attorney 05/23/2013
Monomoy Executive Co-Investment Fund, L.P., by /s/ Andrea Cipriani, under Power of Attorney 05/23/2013
Monomoy Capital Partners II, L.P., by /s/ Andrea Cipriani, under Power of Attorney 05/23/2013
MCP Supplemental Fund II, L.P., by /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).
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