Sec Form 4 Filing - Birnbaum Seth @ EverQuote, Inc. - 2018-06-28

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Birnbaum Seth 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 (Last) (First) (Middle) C/O EVERQUOTE, INC., 210 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2018 (Street) CAMBRIDGE, MA02139 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class A Common Stock 06/28/2018 A 640,000 ( 1 ) A $ 0 640,000 D Class A Common Stock 07/02/2018 C 274,012 A $ 0 274,012 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 $ 0 931,200 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 (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 Series A Preferred Stock ( 3 ) 07/02/2018 C 133,065 ( 3 ) ( 3 ) Class B Common Stock ( 4 ) 1,064,520 $ 0 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 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 $ 0 790,508 I See footnote ( 2 ) Class B Common Stock ( 4 ) ( 4 ) 07/02/2018 C 291,200 ( 4 ) ( 4 ) Class A Common Stock 291,200 $ 0 287,904 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Birnbaum Seth C/O EVERQUOTE, INC. 210 BROADWAY CAMBRIDGE, MA02139 X President and CEO Signatures /s/ David Mason, as attorney-in-fact for Seth Birnbaum 07/02/2018 Signature of Reporting Person Date

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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.