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EverQuote, Inc. Director's Dealing 2018

Jul 3, 2018

32354_dirs_2018-07-03_913ccbd7-77b9-44d1-871d-f57afbd84b94.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EverQuote, Inc. (EVER)
CIK: 0001640428
Period of Report: 2018-07-02

Reporting Person: BLUNDIN DAVID B (Director, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-07-02 Class A Common Stock C 274012 Acquired 274012 Indirect
2018-07-02 Class A Common Stock S 274012 Disposed 0 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-07-02 Series A (convertible) Preferred Stock $ C 805111 Disposed Class B Common Stock (6440888) Indirect
2018-07-02 Class B (convertible) Common Stock $ C 6440888 Acquired Class A Common Stock (6440888) Indirect
2018-07-02 Series A (convertible) Preferred Stock $ C 133065 Disposed Class B Common Stock (1064520) Indirect
2018-07-02 Class B (convertible) Common Stock $ C 1064520 Acquired Class A Common Stock (1064520) Indirect
2018-07-02 Class B (convertible) Common Stock $ C 274012 Disposed Class A Common Stock (274012) Indirect
2018-07-02 Series B (convertible) Preferred Stock $ C 34656 Disposed Class B Common Stock (277248) Indirect
2018-07-02 Class B (convertible) Common Stock $ C 277248 Acquired Class A Common Stock (277248) Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Class B (convertible) Common Stock $ Class A Common Stock (3369560) 3369560 Indirect

Footnotes

F1: Pursuant to the Sale (as defined below), 274,012 shares of Class B Common Stock indirectly held by the reporting person automatically converted into shares of Class A Common Stock on a one-to-one basis.

F2: Cogo Labs, Inc. directly owns the reported securities. The reporting person is the controlling stockholder of Cogo Labs, Inc. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the corporation, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

F3: Pursuant to an underwriting agreement, dated June 27, 2018 (the "Underwriting Agreement"), by and among J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with several underwriters named in Schedule 1 thereto, the "Underwriters"), EverQuote, Inc. (the "Company") and the selling stockholders named in Schedule 2 thereto (the "Selling Stockholders"), the Underwriters agreed to purchase from the Selling Stockholders and the Selling Stockholders agreed to sell to the Underwriters an aggregate of 1,562,500 shares of Class A Common Stock (the "Sale"), which aggregate amount includes 274,012 shares of Class A Common Stock held by the Reporting Person.

F4: (Continued from Footnote 3) Pursuant to the final prospectus filed by the Company on June 28, 2018, the public offering price in the public offering of Class A Common Stock was $18.00 per share and the underwriting discount was $1.26 per share. Accordingly, the Reporting Person sold an aggregate of 274,012 shares of Class A Common Stock in such Sale to the Underwriters and received a price per share of Class A Common Stock of $16.74 (which is net of underwriting discounts and commissions) for an aggregate amount of $4,586,960.88.

F5: The Series A Preferred Stock converted into Class B Common Stock on a one-for-eight basis and had no expiration date.

F6: Link Ventures Investment Vehicle II, LLC directly owns the reported securities. The reporting person is the managing member of Link Ventures Investment Vehicle II, LLC. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

F7: Shares of Class B Common Stock are convertible into shares of Class A Common Stock of the Issuer on a one-to-one basis at any time at the option of the holder and has no expiration date. In addition, subject to certain exceptions described in the Issuer's Restated Certificate of Incorporation, shares of Class B Common Stock convert automatically into shares of Class A Common Stock on a one-to-one basis upon transfer.

F8: The Series B Preferred Stock converted into Class B Common Stock on a one-for-eight basis and had no expiration.

F9: LV2 LP EQ Series B SPV, LLC directly owns the reported securities. The reporting person is the managing member of Link Equity Partners, LLC, which is the managing member of LV2 EQ SPV Manager, LLC, which is the managing member of LV2 LP EQ Series B SPV, LLC. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the limited liability company, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.

F10: Link Ventures, LLLP directly owns the reported securities. The reporting person is the managing member of Link Management, LLC, which is the general partner of Link Ventures, LLLP. Except to the extent that the reporting person has a direct or indirect pecuniary interest in securities owned by the partnership, the reporting person disclaims beneficial ownership with respect to securities held in this manner. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or any other purpose.