| 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol EveryWare Global, Inc. [ EVRY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/02/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 06/02/2015 | J(1)(2) | 282,255 | D | $0(1)(2) | 2,635,745 | I | Note(4) | ||
| Common Stock | 06/02/2015 | J(1)(2) | 2,635,745 | D | $0(1)(2) | 0(1)(2)(3) | I | Note(4) | ||
| Common Stock | 06/02/2015 | J(1)(3) | 600,000 | D | $0(1)(3) | 9(1)(2)(3) | I | Note(5) | ||
| 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 | ||||||||
| Warrants | $6 | 06/02/2015 | J(1)(2) | 4,423,851 | 06/02/2015 | (6) | Common Stock | 2,211,925 | $0 | 0 | I | Note(4) | |||
| Warratms | $6 | 06/02/2015 | J(1)(3) | 300,000 | 06/02/2015 | (6) | Common Stock | 150,000 | $0 | 0 | I | Note(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Issuer's Prepackaged Chapter 11 Plan, as supplemented, which was confirmed by the United States Bankruptcy Court for the District of Delaware on May 22, 2015, each share of the Issuer's common stock and each warrant to purchase common stock outstanding prior to the Issuer's emergence from bankruptcy was canceled on June 2, 2015, the Effective Date of the Plan. |
| 2. On the Effective Date, 282,255 earnout shares of common stock held by Clinton Magnolia Master Fund, Ltd. ("CMAG") were cancelled for no consideration and warrants to purchase 2,211,925 shares of common stock were cancelled for no consideration. It is anticipated that CMAG will receive approximately 3,608 shares of the Issuer's new common stock for the remaining 2,635,745 shares of the Issuer's common stock beneficially owned CMAG on the Effective Date. |
| 3. On the Effective Date, warrants to purchase 150,000 shares of common stock held by Clinton Spotlight Master Fund, L.P. ("SPOT") were cancelled for no consideration. It is anticipated that SPOT will receive approximately 987 shares of the Issuer's new common stock for the 600,000 shares of the Issuer's common stock beneficially owned SPOT on the Effective date. |
| 4. Held by CMAG, whose investment manager is Clinton Group, Inc., an entity controlled by George E. Hall. |
| 5. Held by SPOT, whose investment manager is Clinton Group, Inc., an entity controlled by George E. Hall. |
| 6. Warrants would have expired five years after the Issuer's initial business combination or sooner on redemption or liquidation. |
| /s/ Joel Rubinstein, Attorney-in-Fact | 06/04/2015 | |
| ** 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. | ||
