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