0000899243-18-019301.txt : 20180703 0000899243-18-019301.hdr.sgml : 20180703 20180703181154 ACCESSION NUMBER: 0000899243-18-019301 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180702 FILED AS OF DATE: 20180703 DATE AS OF CHANGE: 20180703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUNDIN DAVID B CENTRAL INDEX KEY: 0001203475 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38549 FILM NUMBER: 18938819 MAIL ADDRESS: STREET 1: C/O MICROSTRATEGY INC STREET 2: 1861 INTERNATIONAL DR CITY: MCLEAN STATE: VA ZIP: 22102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EverQuote, Inc. CENTRAL INDEX KEY: 0001640428 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 263101161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 210 BROADWAY CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-245-0615 MAIL ADDRESS: STREET 1: 210 BROADWAY CITY: CAMBRIDGE STATE: MA ZIP: 02139 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-07-02 0 0001640428 EverQuote, Inc. EVER 0001203475 BLUNDIN DAVID B C/O LINK VENTURES, LLLP ONE KENDALL SQUARE, SUITE B2106 CAMBRIDGE MA 02139 1 0 1 0 Class A Common Stock 2018-07-02 4 C 0 274012 A 274012 I By Cogo Labs, Inc. Class A Common Stock 2018-07-02 4 S 0 274012 D 0 I By Cogo Labs, Inc. Series A (convertible) Preferred Stock 2018-07-02 4 C 0 805111 0.00 D Class B Common Stock 6440888 0 I By Link Ventures Vehicle II, LLC Class B (convertible) Common Stock 2018-07-02 4 C 0 6440888 0.00 A Class A Common Stock 6440888 6440888 I By Link Ventures Vehicle II, LLC Series A (convertible) Preferred Stock 2018-07-02 4 C 0 133065 0.00 D Class B Common Stock 1064520 0 I By Cogo Labs, Inc. Class B (convertible) Common Stock 2018-07-02 4 C 0 1064520 0.00 A Class A Common Stock 1064520 1064520 I By Cogo Labs, Inc. Class B (convertible) Common Stock 2018-07-02 4 C 0 274012 0.00 D Class A Common Stock 274012 790508 I By Cogo Labs, Inc. Series B (convertible) Preferred Stock 2018-07-02 4 C 0 34656 0.00 D Class B Common Stock 277248 0 I By LV2 LP EQ Series B SPV, LLC Class B (convertible) Common Stock 2018-07-02 4 C 0 277248 0.00 A Class A Common Stock 277248 277248 I By LV2 LP EQ Series B SPV, LLC Class B (convertible) Common Stock Class A Common Stock 3369560 3369560 I By Link Ventures, LLLP Pursuant to the Sale (as defined below), 274,012 shares of Class B Common Stock indirectly held by the reporting person automatically converted into shares of Class A Common Stock on a one-to-one basis. Cogo Labs, Inc. directly owns the reported securities. The reporting person is the controlling stockholder of Cogo Labs, Inc. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the corporation, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. Pursuant to an underwriting agreement, dated June 27, 2018 (the "Underwriting Agreement"), by and among J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with several underwriters named in Schedule 1 thereto, the "Underwriters"), EverQuote, Inc. (the "Company") and the selling stockholders named in Schedule 2 thereto (the "Selling Stockholders"), the Underwriters agreed to purchase from the Selling Stockholders and the Selling Stockholders agreed to sell to the Underwriters an aggregate of 1,562,500 shares of Class A Common Stock (the "Sale"), which aggregate amount includes 274,012 shares of Class A Common Stock held by the Reporting Person. (Continued from Footnote 3) Pursuant to the final prospectus filed by the Company on June 28, 2018, the public offering price in the public offering of Class A Common Stock was $18.00 per share and the underwriting discount was $1.26 per share. Accordingly, the Reporting Person sold an aggregate of 274,012 shares of Class A Common Stock in such Sale to the Underwriters and received a price per share of Class A Common Stock of $16.74 (which is net of underwriting discounts and commissions) for an aggregate amount of $4,586,960.88. The Series A Preferred Stock converted into Class B Common Stock on a one-for-eight basis and had no expiration date. Link Ventures Investment Vehicle II, LLC directly owns the reported securities. The reporting person is the managing member of Link Ventures Investment Vehicle II, LLC. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. Shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis at any time at the option of the holder and has no expiration date. In addition, subject to certain exceptions described in the Issuer's Restated Certificate of Incorporation, shares of Class B Common Stock convert automatically into shares of Class A Common Stock on a one-to-one basis upon transfer. The Series B Preferred Stock converted into Class B Common Stock on a one-for-eight basis and had no expiration. LV2 LP EQ Series B SPV, LLC directly owns the reported securities. The reporting person is the managing member of Link Equity Partners, LLC, which is the managing member of LV2 EQ SPV Manager, LLC, which is the managing member of LV2 LP EQ Series B SPV, LLC. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. Link Ventures, LLLP directly owns the reported securities. The reporting person is the managing member of Link Management, LLC, which is the general partner of Link Ventures, LLLP. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the partnership, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose. /s/ David Blundin 2018-07-02