Chief Technology Officer Brainard David sold $162,283 worth of shares (7,521 units at $21.58) and exercised 6,609 shares at a strike of $7.35, decreasing direct ownership by 0.58% to 156,783 units (SEC Form 4)
$EVER
Computer Software: Programming Data Processing
Technology
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EverQuote, Inc. [ EVER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/19/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 02/19/2025 | S | 912(1) | D | $22.21 | 156,783 | D | |||
| Class A Common Stock | 02/20/2025 | M | 1,562(2) | A | $9.41 | 158,345 | D | |||
| Class A Common Stock | 02/20/2025 | M | 1,250(2) | A | $5.54 | 159,595 | D | |||
| Class A Common Stock | 02/20/2025 | M | 3,797(2) | A | $7.095 | 163,392 | D | |||
| Class A Common Stock | 02/20/2025 | S | 6,609(2) | D | $21.49(3) | 156,783 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Stock Option (right to buy) | $9.41 | 02/20/2025 | M | 1,562(2) | (4) | 06/27/2032 | Class A Common Stock | 1,562 | $0 | 7,813 | D | ||||
| Stock Option (right to buy) | $5.54 | 02/20/2025 | M | 1,250(2) | (5) | 10/23/2032 | Class A Common Stock | 1,250 | $0 | 8,750 | D | ||||
| Stock Option (right to buy) | $7.095 | 02/20/2025 | M | 625(2) | (6) | 07/23/2033 | Class A Common Stock | 625 | $0 | 6,250 | D | ||||
| Stock Option (right to buy) | $7.095 | 02/20/2025 | M | 3,172(2) | (7) | 07/23/2033 | Class A Common Stock | 3,172 | $0 | 6,343 | D | ||||
| Explanation of Responses: |
| 1. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 18, 2022, and represents the sale of shares necessary to meet tax withholding obligations as a result of vesting in restricted stock units on February 15, 2025. In compliance with SEC guidance, the reporting person has not checked the box above but states that the Rule 10b5-1 trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The sale does not represent a discretionary trade by the reporting person. |
| 2. The option exercises and sale were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 11, 2024. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.13 to $21.90, inclusive. The reporting person undertakes to provide EverQuote, Inc., any security holder of EverQuote, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
| 4. This option was granted on June 28, 2022. The shares underlying the Stock Option are scheduled to vest quarterly over four years with the first installment scheduled to vest on August 20, 2022. |
| 5. This option was granted on October 24, 2022. The vesting start date for the shares underlying the option is November 20, 2024 and vesting occurs quarterly over a two-year period from the vesting start date. |
| 6. This option was granted on July 24, 2023. The vesting start date for the shares underlying the option is August 20, 2023 and vesting occurs quarterly over a four-year period from the vesting start date. |
| 7. This option was granted on July 24, 2023. The vesting start date for the shares underlying the option is August 20, 2023 and vesting occurs quarterly over a two-year period from the vesting start date. |
| /s/ Jon Ayotte, as attorney-in-fact for David Brainard | 02/21/2025 | |
| ** Signature of Reporting Person | 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. | ||