Sec Form 4 Filing - SAVANO CAPITAL PARTNERS II, L.P. @ EverQuote, Inc. - 2018-07-02

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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
SAVANO CAPITAL PARTNERS II, L.P.
2. Issuer Name and Ticker or Trading Symbol
EverQuote, Inc. [ EVER]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6 EAST EAGER STREET, SUITE 4A
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2018
(Street)
BALTIMORE, MD21202
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
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 B Preferred Stock ( 1 ) 07/02/2018 C 109,224 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 873,792 $ 0 0 I See footnote ( 3 )
Class B Common Stock ( 2 ) ( 2 ) 07/02/2018 C 873,792 ( 2 ) ( 2 ) Class A Common Stock 873,792 $ 0 1,011,696 I See footnote ( 3 )
Series B Preferred Stock ( 1 ) 07/02/2018 C 23,525 ( 1 ) ( 1 ) Class B Common Stock ( 2 ) 188,200 $ 0 0 I See footnote ( 4 )
Class B Common Stock ( 2 ) ( 2 ) 07/02/2018 C 188,200 ( 2 ) ( 2 ) Class A Common Stock 188,200 $ 0 257,144 I See footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SAVANO CAPITAL PARTNERS II, L.P.
6 EAST EAGER STREET, SUITE 4A
BALTIMORE, MD21202
X
Savano-EverQuote LLC
6 EAST EAGER STREET, SUITE 4A
BALTIMORE, MD21202
X
Signatures
/s/ Thomas Smith, By: Thomas Smith, Managing Partner 07/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series B 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 B 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.
( 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 share and at the holder's election and has no expiration date.
( 3 )The reported shares are directly owned by Savano Capital Partners II, L.P. Thomas Smith and Gustav H. Koven are the members of the board of managers of Savano Partners Flow-Through II, LLC, which is the managing member of Savano Direct GP II, LLC, which is the general partner of Savano Capital Partners II, L.P. As a result of holding these positions, Thomas Smith, Bion Ludwig and Gustav H. Koven may be deemed to hold voting and dispositive power with respect to the shares held by Savano Capital Partners II, L.P. Each such persons disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein.
( 4 )The reported shares are directly owned by Savano-EverQuote LLC. Thomas Smith, Bion Ludwig and Gustav H. Koven are managing members of Savano-SPV Manager LLC, which is the managing member of Savano-EverQuote LLC. As a result of holding these positions, Thomas Smith, Bion Ludwig and Gustav H. Koven may be deemed to hold voting and dispositive power with respect to the shares held by Savano-EverQuote LLC. Each such persons disclaims beneficial ownership of the shares, except to the extent of their pecuniary interest therein.

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