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)
07/30/2014
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
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)
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)
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)
1. Name and Address of Reporting Person*
Monomoy Capital Management, 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. 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. 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.
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. 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.
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. 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.
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. 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.
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. 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.
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:
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., MCP Supplemental Fund II, L.P. and Monomoy Capital Management, L.P. each may be deemed a director by deputization as a result of Daniel Collin and Stephen Presser, managing directors 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 07/31/2014
Monomoy General Partner, L.P., by /s/ Andrea Cipriani, under Power of Attorney 07/31/2014
Monomoy General Partner II, L.P., by /s/ Andrea Cipriani, under Power of Attorney 07/31/2014
Monomoy Capital Partners, L.P., by /s/ Andrea Cipriani, under Power of Attorney 07/31/2014
MCP Supplemental Fund, L.P., by /s/ Andrea Cipriani, under Power of Attorney 07/31/2014
Monomoy Executive Co-Investment Fund, L.P., by /s/ Andrea Cipriani, under Power of Attorney 07/31/2014
Monomoy Capital Partners II, L.P., by /s/ Andrea Cipriani, under Power of Attorney 07/31/2014
MCP Supplemental Fund II, L.P., by /s/ Andrea Cipriani, under Power of Attorney 07/31/2014
Monomoy Capital Management, L.P., by /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).
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