SEC Form SC 13D/A filed by EverQuote Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
EverQuote, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
30041R108
(CUSIP Number)
Link Ventures LLLP
One Kendall Square
Suite B2106
Cambridge, MA 02139
Attn: Dominic Lloyd
(781) 228-5674
With copy to:
John C. Partigan
Lloyd H. Spencer
Nixon Peabody LLP
799 9th Street NW, Suite 500
Washington, DC 20001
(202) 585-8000
((Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 11, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 30041R108
| 1 |
Name of Reporting Person
David B. Blundin | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
617,561 shares | ||||
| 8 | Shared Voting Power*
8,260,613 shares | |||||
| 9 | Sole Dispositive Power
617,561 shares | |||||
| 10 | Shared Dispositive Power*
8,260,613 shares | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person*
8,878,174 shares | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)*
25.9% | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| * | Reflects Class B Common Stock of the Issuer on an as-converted to Class A Common Stock basis. |
CUSIP No. 30041R108
| 1 |
Name of Reporting Person
Recognition Capital, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
695,298 shares | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
695,298 shares | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person*
695,298 shares | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)*
2.0% | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
| * | Reflects Class B Common Stock of the Issuer on an as-converted to Class A Common Stock basis. |
CUSIP No. 30041R108
| 1 |
Name of Reporting Person
Link Ventures LLLP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power*
7,171,947 shares | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power*
7,171,947 shares | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person*
7,171,947 shares | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)*
21.0% | |||||
| 14 | Type of Reporting Person (See Instructions)
PN | |||||
| * | Reflects Class B Common Stock of the Issuer on an as-converted to Class A Common Stock basis. |
CUSIP No. 30041R108
| 1 |
Name of Reporting Person
Link Management LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power*
7,171,947 shares | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power*
7,171,947 shares | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person*
7,171,947 shares | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)*
21.0% | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
| * | Reflects Class B Common Stock of the Issuer on an as-converted to Class A Common Stock basis. |
CUSIP No. 30041R108
| 1 |
Name of Reporting Person
Cogo Fund 2020, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
393,268 shares | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
393,268 shares | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person*
393,268 shares | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)*
1.1% | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
| * | Reflects Class B Common Stock of the Issuer on an as-converted to Class A Common Stock basis. |
CUSIP No. 30041R108
| 1 |
Name of Reporting Person
Cogo Labs, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
393,268 shares | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
393,268 shares | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person*
393,268 shares | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)*
1.1% | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
| * | Reflects Class B Common Stock of the Issuer on an as-converted to Class A Common Stock basis. |
CUSIP No. 30041R108
| 1 |
Name of Reporting Person
Link Equity Partners, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
393,268 shares | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
393,268 shares | |||||
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person*
393,268 shares | |||||
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)*
1.1% | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
| * | Reflects Class B Common Stock of the Issuer on an as-converted to Class A Common Stock basis. |
Amendment No. 5 to Schedule 13D
This Amendment No. 5 to Schedule 13D (the “Amendment No. 5”) is being filed by David B. Blundin, Recognition Capital, LLC (“Recognition Capital”), Link Ventures LLLP (“Link Ventures”), Link Management LLC (“Link Management”), Cogo Fund 2020, LLC (“Cogo Fund”), Cogo Labs, LLC (“Cogo Labs”), and Link Equity Partners, LLC (“LEP”). All such parties are collectively referred to herein as the Reporting Persons.
This Amendment No. 5 amends the Schedule 13D filed with the SEC on February 9, 2022, as amended by the Amendment No. 1 to Schedule 13D filed with the SEC on March 3, 2022, as further amended by the Amendment No. 2 to Schedule 13D filed with the SEC on March 28, 2022, as further amended by the Amendment No. 3 to Schedule 13D filed with the SEC on April 25, 2023, and as further amended by the Amendment No. 4 to Schedule 13D filed with the SEC on February 20, 2024 (collectively, as amended, the “Schedule 13D”).
| Item 1. | Security and Issuer. |
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The title and class of equity securities to which the Schedule 13D relates is the Class A Common Stock, $0.001 par value per share (the “Class A Common Stock”), of EverQuote, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 210 Broadway, Cambridge, MA 02139.
| Item 2. | Identity and Background. |
Item 2 of the Schedule 13D is hereby revised and supplemented with the following:
(d) – (e) None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby revised and supplemented with the following:
The Reporting Persons set forth below sold the amount of shares of Class A Common Stock on the date and at the price set forth below by their name in open market transactions. All daily sales of the shares were sold in multiple transactions at varying prices. The Reporting Persons 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 price within the ranges set forth in this Schedule 13D. Transactions below noted with an “*” were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Persons on September 5, 2023.
March 11, 2024:
| • | Link Ventures LLLP – 10,549 shares at a weighted average price of $17.07 per share (multiple transactions at prices ranging from $17.00 to $17.27 inclusive). |
March 12, 2024:
| • | David Blundin – 26,011 shares at a weighted average price of $18.34 per share (multiple transactions at prices ranging from $18.30 to $18.45 inclusive);* |
| • | Recognition Capital, LLC – 29,286 shares at a weighted average price of $18.34 per share (multiple transactions at prices ranging from $18.30 to $18.45 inclusive);* |
| • | Link Ventures LLLP – 3,040 shares at a weighted average price of $18.34 per share (multiple transactions at prices ranging from $18.30 to $18.45 inclusive);* and |
| • | Link Ventures LLLP – 89,451 shares at a weighted average price of $17.32 per share (multiple transactions at prices ranging from $17.00 to $17.84 inclusive). |
March 13, 2024:
| • | David Blundin – 26,319 shares at a weighted average price of $18.91 per share (multiple transactions at prices ranging from $18.30 to $19.29, inclusive);* |
| • | David Blundin – 8,763 shares at a weighted average price of $19.34 per share (multiple transactions at prices ranging from $19.30 to $19.55, inclusive);* |
| • | Recognition Capital, LLC – 29,631 shares at a weighted average price of $18.91 per share (multiple transactions at prices ranging from $18.30 to $19.29, inclusive);* |
| • | Recognition Capital, LLC – 9,866 shares at a weighted average price of $19.34 per share (multiple transactions at prices ranging from $19.30 to $19.55, inclusive);* |
| • | Link Ventures LLLP – 3,078 shares at a weighted average price of $18.91 per share (multiple transactions at prices ranging from $18.30 to $19.29, inclusive);* |
| • | Link Ventures LLLP – 1,023 shares at a weighted average price of $19.34 per share (multiple transactions at prices ranging from $19.30 to $19.55, inclusive);* and |
| • | Link Ventures LLLP – 87,737 shares at a weighted average price of $19.39 per share (multiple transactions at prices ranging from $19.03 to $19.67, inclusive). |
March 14, 2024:
| • | Link Ventures LLLP – 33,560 shares at a weighted average price of $18.60 per share (multiple transactions at prices ranging from $18.40 to $19.13, inclusive). |
All of the shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional shares of Class A Common Stock, Class B Common Stock or other securities of the Issuer, or to sell or otherwise dispose of all or part of such shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
None of the Reporting Persons currently has any other plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby revised and supplemented with the following:
Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each Reporting Person.
Ownership is stated as of March 14, 2024 and the ownership percentages are based upon 28,625,454 shares of Class A common stock, $0.001 par value per share, issued and outstanding (the “Class A Common Stock”) and 5,604,278 shares of Class B common stock, $0.001 par value per share, issued and outstanding (the “Class B Common Stock”) as of January 31, 2024, as disclosed by the Issuer in its Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the holder.
As of March 14, 2024, (i) Mr. Blundin directly owned 617,561 shares of Class A Common Stock, and indirectly owned 100 shares of Class A Common Stock held by his son, and indirectly owned the shares held by Recognition Capital, Link Ventures and Cogo Fund; (ii) Recognition Capital directly owned 695,298 shares of Class A Common Stock; (iii) Link Ventures directly owned 1,615,485 shares of Class A Common Stock and 5,556,462 shares of Class B Common Stock; and (iv) Cogo Fund directly owned 393,268 shares of Class A Common Stock.
| (a) | See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference. |
| (b) | See the information contained on the cover pages of this Schedule 13D, which is incorporated herein by reference. |
| (c) | On March 7, 2024, Cogo Fund 2020, LLC made a distribution of 27,526 shares to a member. Other than as previously disclosed in this Amendment No. 5, there have been no reportable transactions with respect to the shares of the Issuer since Amendment No. 4 was filed on February 20, 2024, by any of the Reporting Persons. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 7. | Material to Be Filed as Exhibits. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 15, 2024
| /s/ David B. Blundin | ||
| David B. Blundin | ||
| RECOGNITION CAPITAL, LLC | ||
| By: | /s/ David B. Blundin | |
| Name: | David B. Blundin | |
| Title: | Manager | |
| LINK VENTURES LLLP | ||
| By: | Link Management LLC, its general partner | |
| By: | /s/ David B. Blundin | |
| Name: | David B. Blundin | |
| Title: | Managing Member | |
| LINK MANAGEMENT LLC | ||
| By: | /s/ David B. Blundin | |
| Name: | David B. Blundin | |
| Title: | Managing Member | |
| LINK EQUITY PARTNERS, LLC | ||
| By: | /s/ David B. Blundin | |
| Name: | David B. Blundin | |
| Title: | Managing Member | |
| COGO FUND 2020, LLC | ||
| By: | COGO LABS, LLC, its sole manager | |
| By: | /s/ David B. Blundin | |
| Name: | David B. Blundin | |
| Title: | Chairman | |
| COGO LABS, LLC | ||
| By: | /s/ David B. Blundin | |
| Name: | David B. Blundin | |
| Title: | Chairman | |