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) 01/01/2014 | ||||||||||||||||||||||||||
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 | 01/01/2014 | A | 9,812(1) | A | $0.00 | 16,014 | I | See Footnotes(2)(3) | ||
Common Stock | 8,096,581 | I | By Monomoy Capital Partners, L.P.(4) | |||||||
Common Stock | 251,706 | I | By MCP Supplemental Fund, L.P.(5) | |||||||
Common Stock | 41,917 | I | By Monomoy Executive Co-Investment Fund, L.P.(6) | |||||||
Common Stock | 4,595,816 | I | By Monomoy Capital Partners II, L.P.(7) | |||||||
Common Stock | 145,560 | 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) | |||||||||||||||
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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. Represents 2,264 shares of restricted common stock of the issuer granted to the reporting person and 7,548 shares of restricted common stock of the issuer granted to Daniel Collin under the issuer's 2013 Omnibus Incentive Compensation Plan as part of the director compensation program of the issuer, which vest over a one-year period in twelve equal monthly installments beginning on January 31, 2014. |
2. 3,695 of these shares are held directly by the reporting person and 12,319 of these shares are held directly by Daniel Collin for the benefit of Monomoy Capital Management, L.P. ("MCM"). MCM is 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 do 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 be 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 will be 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 be deemed to have an indirect pecuniary interest in these shares. The reporting person expressly dislaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
4. These shares are 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 be 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 pecuinary interest therein. |
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. 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 ownership of shares held directly by MCP Supplemental Fund, except to the extent of his pecuinary interest therein. |
6. 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. 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 ownership of shares held directly by Co-Investment Fund, except to the extent of his pecuinary interest therein. |
7. These shares are 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 be 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 pecuinary interest therein. |
8. 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 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 pecuinary interest therein therein. |
Remarks: |
/s/ Andrea Cipriani, under Power of Attorney | 02/14/2014 | |
** 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. |