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^*

Birnbaum Seth

(Last)

(First)

(Middle)

C/O EVERQUOTE, INC.

210 BROADWAY

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2018

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	06/28/2018		A		640,000⁽¹⁾	A	$0.00	640,000	D
Class A Common Stock	07/02/2018		C		274,012	A	$0.00	274,012	I	See footnote⁽²⁾
Class A Common Stock	07/02/2018		S		274,012	D	$18	0	I	See footnote⁽²⁾
Class A Common Stock	07/02/2018		C		291,200	A	$0.00	931,200	D
Class A Common Stock	07/02/2018		S		291,200	D	$18	640,000	D

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 Preferred Stock	⁽³⁾	07/02/2018		C			133,065	⁽³⁾	⁽³⁾	Class B Common Stock⁽⁴⁾	1,064,520	$0.00	0	I	See footnote⁽²⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾	07/02/2018		C		1,064,520		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,064,520	$0.00	1,064,520	I	See footnote⁽²⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾	07/02/2018		C			274,012	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	274,012	$0.00	790,508	I	See footnote⁽²⁾
Class B Common Stock⁽⁴⁾	⁽⁴⁾	07/02/2018		C			291,200	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	291,200	$0.00	287,904	D

Explanation of Responses:

1. Consists of shares of Class A Common Stock issuable under 640,000 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Class A Common Stock upon vesting. These RSUs are scheduled to vest in equal quarterly installments over seven years with the first installment vested on June 30, 2018.

2. Consists of shares held by Cogo Labs, Inc., with respect to which Cogo Labs, Inc. has empowered Mr. Birnbaum and Mira Wilczek, acting together and not individually, to exercise investment power, which may be revoked by Cogo Labs, Inc. at any time. Mr. Birnbaum disclaims beneficial ownership of the shares owned directly by Cogo Labs, Inc. except to the extent of any pecuniary interest therein.

3. The Series A Preferred Stock converted into Class B Common Stock on a one-for-eight basis automatically upon the closing of the issuer's initial public offering of its Class A Common Stock without payment of consideration. The Series A Preferred Stock was convertible at any time at the holder's election and automatically upon the closing of the issuer's initial public offering of its Class A Common Stock. The shares had no expiration date.

4. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a one-for-one basis upon certain transfers of such shares and at the holder's election and has no expiration date.

Remarks:

	/s/ David Mason, as attorney-in-fact for Seth Birnbaum	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).
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