Sec Form 4 Filing - Monomoy Ultimate GP, LLC @ EveryWare Global, Inc. - 2013-10-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Monomoy Ultimate GP, LLC
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)
(Last) (First) (Middle)
C/O MONOMOY CAPITAL PARTNERS, 142 W. 57TH ST., 17TH FL.
3. Date of Earliest Transaction (MM/DD/YY)
10/09/2013
(Street)
NEW YORK, NY10019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 10/09/2013 S 111,823 ( 1 ) D $ 10.925 ( 1 ) 8,096,581 I By Monomoy Capital Partners, L.P. ( 2 )
Common Stock 10/09/2013 S 3,476 ( 1 ) D $ 10.925 ( 1 ) 251,706 I By MCP Supplemental Fund, L.P. ( 3 )
Common Stock 10/09/2013 S 579 ( 1 ) D $ 10.925 ( 1 ) 41,917 I By Monomoy Executive Co-Investment Fund, L.P. ( 4 )
Common Stock 10/09/2013 S 63,472 ( 1 ) D $ 10.925 ( 1 ) 4,595,816 I By Monomoy Capital Partners II, L.P. ( 5 )
Common Stock 10/09/2013 S 2,010 ( 1 ) D $ 10.925 ( 1 ) 145,560 I By MCP Supplemental Fund II, 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Monomoy Ultimate GP, LLC
C/O MONOMOY CAPITAL PARTNERS
142 W. 57TH ST., 17TH FL.
NEW YORK, NY10019
X X
Monomoy General Partner, L.P.
C/O MONOMOY CAPITAL PARTNERS
142 W. 57TH ST., 17TH FL.
NEW YORK, NY10019
X X
Monomoy General Partner II, L.P.
C/O MONOMOY CAPITAL PARTNERS
142 W. 57TH ST., 17TH FL.
NEW YORK, NY10019
X X
Monomoy Capital Partners, L.P.
C/O MONOMOY CAPITAL PARTNERS
142 W. 57TH ST., 17TH FL.
NEW YORK, NY10019
X X
MCP SUPPLEMENTAL FUND, L.P.
C/O MONOMOY CAPITAL PARTNERS
142 W. 57TH ST., 17TH FL.
NEW YORK, NY10019
X X
Monomoy Executive Co-Investment Fund, L.P.
C/O MONOMOY CAPITAL PARTNERS
142 W. 57TH ST., 17TH FL.
NEW YORK, NY10019
X X
Monomoy Capital Partners II, L.P.
C/O MONOMOY CAPITAL PARTNERS
142 W. 57TH ST., 17TH FL.
NEW YORK, NY10019
X X
MCP Supplemental Fund II, L.P.
C/O MONOMOY CAPITAL PARTNERS
142 W. 57TH ST., 17TH FL.
NEW YORK, NY10019
X X
Signatures
Monomoy Ultimate GP, LLC, by /s/ Andrea Cipriani, under Power of Attorney 10/10/2013
Signature of Reporting Person Date
Monomoy General Partner, L.P., by /s/ Andrea Cipriani, under Power of Attorney 10/10/2013
Signature of Reporting Person Date
Monomoy General Partner II, L.P., by /s/ Andrea Cipriani, under Power of Attorney 10/10/2013
Signature of Reporting Person Date
Monomoy Capital Partners, L.P., by /s/ Andrea Cipriani, under Power of Attorney 10/10/2013
Signature of Reporting Person Date
MCP Supplemental Fund, L.P., by /s/ Andrea Cipriani, under Power of Attorney 10/10/2013
Signature of Reporting Person Date
Monomoy Executive Co-Investment Fund, L.P., by /s/ Andrea Cipriani, under Power of Attorney 10/10/2013
Signature of Reporting Person Date
Monomoy Capital Partners II, L.P., by /s/ Andrea Cipriani, under Power of Attorney 10/10/2013
Signature of Reporting Person Date
MCP Supplemental Fund II, L.P., by /s/ Andrea Cipriani, under Power of Attorney 10/10/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 9, 2013, Monomoy Capital Partners, L.P. ("MCP"), MCP Supplemental Fund, L.P. ("MCP Supplemental Fund"), Monomoy Executive Co-Investment Fund, L.P. ("Co-Investment Fund"), Monomoy Capital Partners II, L.P. ("MCP II") and MCP Supplemental Fund II, L.P. ("MCP Supplemental Fund II") sold an aggregate of an additional 181,360 shares in connection with the partial exercise of the underwriters' over-allotment option pursuant to the underwriting agreement for the offering of shares that closed on September 18, 2013.
( 2 )These shares are held directly by 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. The reporting person is a managing member of Ultimate GP. As such, the reporting person may be deemed to have an indirect pecuniary interest in the shares held directly by MCP. The reporting person expressly disclaims beneficial ownership of shares held directly by MCP, except to the extent of his pecuinary interest.
( 3 )These shares are held directly by MCP Supplemental Fund. Monomoy GP is the general partner of MCP Supplemental Fund, and Ultimate GP is the general partner of Monomoy GP. The reporting person is a managing member of Ultimate GP. As such, the reporting person may be deemed to have an indirect pecuniary interest in the shares held directly by MCP Supplemental Fund. The reporting person expressly disclaims beneficial ownership of shares held directly by MCP Supplemental Fund, except to the extent of his pecuinary interest.
( 4 )These shares are held directly by Co-Invetment Fund. Monomoy GP is the general partner of Co-Investment Fund, and Ultimate GP is the general partner of Monomoy GP. The reporting person is a managing member of Ultimate GP. As such, the reporting person may be deemed to have an indirect pecuniary interest in the shares held directly by Co-Investment Fund. The reporting person expressly disclaims beneficial ownership of shares held directly by Co-Investment Fund, except to the extent of his pecuinary interest.
( 5 )These shares are held directly by MCP II. Monomoy General Partner II, L.P. ("Monomoy GP II") is the general partner of Monomy GP II, and Ultimate GP is the general partner of Monomoy GP II. The reporting person is a managing member of Ultimate GP. As such, the reporting person may be deemed to have an indirect pecuniary interest in the shares held directly by MCP II. The reporting person expressly disclaims beneficial ownership of shares held directly by MCP II, except to the extent of his pecuinary interest.
( 6 )These shares are held directly by 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. The reporting person is a managing member of Ultimate GP. As such, the reporting person may be deemed to have an indirect pecuniary interest in the shares held directly by MCP Supplemental Fund II. The reporting person expressly disclaims beneficial ownership of shares held directly by MCP Supplemental Fund II, except to the extent of his pecuinary interest.

Remarks:
Monomoy Ultimate GP, LLC, Monomoy General Partner, L.P., Monomoy General Partner II, L.P., Monomoy Capital Partners, L.P., MCP SupplementalFund, L.P., Monomoy Executive Co-Investment Fund, L.P., Monomoy Capital Partners II, L.P. and MCP Supplemental Fund II, L.P. each may be deemed a director by deputization as a result of Daniel Collin and Stephen Presser, managing directors of Monomoy UltimateGP, LLC, serving on the board of directors of EveryWare Global, Inc.

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