Sec Form 4 Filing - Wagner John Brandon @ EverQuote, Inc. - 2018-12-21

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 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) 12/21/2018 (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 12/21/2018 A( 1 ) 96,000( 2 ) A $ 0 179,788 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( 3 ) ( 3 ) 12/21/2018 D( 1 ) 96,000 ( 3 ) ( 3 ) Class A Common Stock 96,000 $ 0 0 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/ John Wagner 12/26/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The two reported transactions involved an amendment of an outstanding restricted stock unit ("RSU") award, resulting in the deemed cancellation of the "old" RSU award and the grant of a replacement RSU award. The original RSU award was granted on October 4, 2016, and represented the right to receive 96,000 shares of Class B Common Stock. The replacement RSU award represents the right to receive 96,000 shares of Class A Common Stock. No other changes were made to the award as a result of the amendment. ( 2 )Consists of shares of Class A Common Stock issuable under 96,000 RSUs. Each RSU represents the right to receive one share of Class A 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. ( 3 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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