SEC FORM 4

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^*

BLUNDIN DAVID B

(Last)

(First)

(Middle)

C/O LINK VENTURES, LLLP

ONE KENDALL SQUARE, SUITE B2106

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EverQuote, Inc. [ EVER ]

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)
07/02/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/02/2018		C		274,012	A	⁽¹⁾	274,012	I	By Cogo Labs, Inc.⁽²⁾
Class A Common Stock	07/02/2018		S		274,012	D	⁽³⁾⁽⁴⁾	0	I	By Cogo Labs, Inc.⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A (convertible) Preferred Stock	⁽⁵⁾	07/02/2018		C			805,111	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	6,440,888	$0.00	0	I	By Link Ventures Vehicle II, LLC⁽⁶⁾
Class B (convertible) Common Stock	⁽⁷⁾	07/02/2018		C		6,440,888		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	6,440,888	$0.00	6,440,888	I	By Link Ventures Vehicle II, LLC⁽⁶⁾
Series A (convertible) Preferred Stock	⁽⁵⁾	07/02/2018		C			133,065	⁽⁵⁾	⁽⁵⁾	Class B Common Stock	1,064,520	$0.00	0	I	By Cogo Labs, Inc.⁽²⁾
Class B (convertible) Common Stock	⁽⁷⁾	07/02/2018		C		1,064,520		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,064,520	$0.00	1,064,520	I	By Cogo Labs, Inc.⁽²⁾
Class B (convertible) Common Stock	⁽¹⁾	07/02/2018		C			274,012	⁽¹⁾	⁽¹⁾	Class A Common Stock	274,012	$0.00	790,508	I	By Cogo Labs, Inc.⁽²⁾
Series B (convertible) Preferred Stock	⁽⁸⁾	07/02/2018		C			34,656	⁽⁸⁾	⁽⁸⁾	Class B Common Stock	277,248	$0.00	0	I	By LV2 LP EQ Series B SPV, LLC⁽⁹⁾
Class B (convertible) Common Stock	⁽⁷⁾	07/02/2018		C		277,248		⁽⁷⁾	⁽⁷⁾	Class A Common Stock	277,248	$0.00	277,248	I	By LV2 LP EQ Series B SPV, LLC⁽⁹⁾
Class B (convertible) Common Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,369,560		3,369,560	I	By Link Ventures, LLLP⁽¹⁰⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. (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.

5. The Series A Preferred Stock converted into Class B Common Stock on a one-for-eight basis and had no expiration date.

6. 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.

7. 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.

8. The Series B Preferred Stock converted into Class B Common Stock on a one-for-eight basis and had no expiration.

9. 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.

10. 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.

Remarks:

	/s/ David Blundin	07/02/2018
	** 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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