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) 07/30/2014 | ||||||||||||||||||||||||||
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 | ||||||
Series A Preferred Stock | 07/30/2014 | A | 13,071.354 | A | (1) | 13,071.354 | I | By Monomoy Capital Partners, L.P.(2) | ||
Series A Preferred Stock | 07/30/2014 | A | 406.361 | A | (1) | 406.361 | I | By MCP Supplemental Fund, L.P(3) | ||
Series A Preferred Stock | 07/30/2014 | A | 67.672 | A | (1) | 67.672 | I | By Monomoy Executive Co-Investment Fund, L.P.(4) | ||
Series A Preferred Stock | 07/30/2014 | A | 7,419.617 | A | (1) | 7,419.617 | I | By Monomoy Capital Partners II, L.P.(5) | ||
Series A Preferred Stock | 07/30/2014 | A | 234.996 | A | (1) | 234.996 | I | By MCP Supplemental Fund III, L.P.(6) |
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 | ||||||||
Warrants to Purchase Common Stock | $0.01 | 07/30/2014 | A | 2,736,355 | (7) | 07/30/2021 | Common Stock | 2,736,355 | (8) | 2,736,355 | I | By Monomoy Capital Partners, L.P.(2) | |||
Warrants to Purchase Common Stock | $0.01 | 07/30/2014 | A | 85,067 | (7) | 07/30/2021 | Common Stock | 85,067 | (8) | 85,067 | I | By MCP Supplemental Fund, L.P.(3) | |||
Warrants to Purchase Common Stock | $0.01 | 07/30/2014 | A | 14,167 | (7) | 07/30/2021 | Common Stock | 14,167 | (8) | 14,167 | I | By Monomoy Executive Co-Investment Fund, L.P.(4) | |||
Warrants to Purchase Common Stock | $0.01 | 07/30/2014 | A | 1,553,221 | (7) | 07/30/2021 | Common Stock | 1,553,221 | (8) | 1,553,221 | I | By Monomoy Capital Partners II, L.P.(5) | |||
Warrants to Purchase Common Stock | $0.01 | 07/30/2014 | A | 49,194 | (7) | 07/30/2021 | Common Stock | 49,194 | (8) | 49,194 | I | By MCP Supplemental Fund II, L.P.(6) |
Explanation of Responses: |
1. An aggregate of 20,000 shares of Series A Preferred Stock were purchased for $1,000 per share, and an additional 1,200 shares of Series A Preferred Stock were issued as a fee in connection with the transaction. |
2. 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. 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. |
3. 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. |
4. 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. |
5. 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 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. |
6. 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. 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. |
7. Unless and until EveryWare Global, Inc. ("EveryWare") obtains any stockholder approval required by Nasdaq Listing Rule 5635 to permit full exercisability of the warrants, the number of shares of EveryWare common stock ("Common Stock") for which the warrants will be exercisable will be limited to the number of shares of Common Stock that, when taken together with all shares of Common Stock issued or issuable upon exercise of the warrants issued to lenders under the EveryWare's term loan, would be equal to 19.9% of the outstanding shares of the Common Stock as of the date of issuance of the warrants. |
8. 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 | 07/31/2014 | |
** 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. |