EverQuote, Inc. — Director's Dealing 2018

Jul 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Giordano John David (Member of 10% owner group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-02	Class A Common Stock	C	112000	—	Acquired	252400	Direct
2018-07-02	Class A Common Stock	S	112000	—	Disposed	140400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-02	Series A (convertible) Preferred Stock	$	C	33546	Disposed		Class B Common Stock (268368)	Direct
2018-07-02	Class B (convertible) Common Stock	$	C	268368	Acquired		Class A Common Stock (268368)	Direct
2018-07-02	Class B (convertible) Common Stock	$	C	112000	Disposed		Class A Common Stock (112000)	Direct

Footnotes

F1: Pursuant to the Sale (defined below), 112,000 shares of Class B Common Stock held by the reporting person automatically converted into shares of Class A Common Stock on a one-to-one basis.

F2: 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 112,000 shares of Class A Common Stock (as converted) held by the Reporting Person.

F3: (Continued from Footnote 2) 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 112,000 shares of Class A Common Stock (as converted) 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 $1,874,880.

F4: The Series A Preferred Stock converted into Class B Common Stock on a one-to-eight basis and had no expiration date.

F5: Shares of Class B Common Stock are convertible into shares of Class A Common Stock 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.