Sec Form 3/A Filing - Wagner John Brandon @ EverQuote, Inc. - 2018-06-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
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
Wagner John Brandon
2. Issuer Name and Ticker or Trading Symbol
EverQuote, Inc. [ EVER]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO and Treasurer
(Last) (First) (Middle)
C/O EVERQUOTE, INC., 210 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
06/27/2018
(Street)
CAMBRIDGE, MA02139
4. If Amendment, Date Original Filed (MM/DD/YY)
06/27/2018
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 0 ( 1 ) 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
Class B Common Stock ( 2 ) $ 0 ( 2 ) ( 2 ) Class A Common Stock 96,000 ( 1 ) ( 3 ) D
Stock Option (right to buy) $ 6.89 ( 5 ) ( 4 ) 01/10/2026 Class B Common Stock ( 2 ) 20,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wagner John Brandon
C/O EVERQUOTE, INC.
210 BROADWAY
CAMBRIDGE, MA02139
CFO and Treasurer
Signatures
/s/ David Mason, as attorney-in-fact for John Brandon Wagner 07/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person's Form 3 inadvertently reported that he owned 96,000 shares of Class A Common Stock instead of 96,000 shares of Class B Common Stock. The Form 3 also incorrectly described the vesting terms of the 96,000 restricted stock units ("RSUs").
( 2 )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. The Class B Common Stock has no expiration date.
( 3 )Consists of shares of Class B Common Stock issuable under 96,000 RSUs. Each RSU represents the right to receive one share of Class B Common Stock upon vesting. These RSUs will begin to vest 180 days after June 27, 2018 as to an amount equal to 96,000 multiplied by a fraction, the numerator of which is the number of full months since March 31, 2018 that the reporting person has provided services to the issuer and the denominator of which is 48, and the balance of the RSUs will vest in equal monthly installments thereafter upon the reporting person's completion of each month of service until the fourth anniversary of March 31, 2018.
( 4 )This option was granted on January 11, 2016. The shares underlying the option are scheduled to vest over six years in seventy-two equal monthly installments with the first installment vested on January 31, 2016.
( 5 )The reporting person's Form 3 inadvertently reported that the exercise price of this option is $6.97 per share.

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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