Everyware Global (EVRYQ) Form 4 Change in insider ownership

SEC Form 4

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Monomoy Ultimate GP, LLC

(Last) (First) (Middle)

C/O MONOMOY CAPITAL PARTNERS

142 W 57TH ST., 17TH FL.

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EveryWare Global, Inc. [ EVRYQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, par value $0.0001 per share	06/02/2015		D		16,014	D	(1)	0	I	See Footnotes(2)(3)(4)
Common Stock, par value $0.0001 per share	06/02/2015		D		8,096,581	D	(1)	0	I	By Monomoy Capital Partners, L.P.(5)
Common Stock, par value $0.0001 per share	06/02/2015		D		251,706	D	(1)	0	I	By MCP Supplemental Fund, L.P.(6)
Common Stock, par value $0.0001 per share	06/02/2015		D		41,917	D	(1)	0	I	By Monomoy Executive Co-Investment Fund, L.P.(7)
Common Stock, par value $0.0001 per share	06/02/2015		D		4,595,816	D	(1)	0	I	By Monomoy Capital Partners II, L.P.(8)
Common Stock, par value $0.0001 per share	06/02/2015		D		145,560	D	(1)	0	I	By MCP Supplemental Fund II, L.P.(9)
Series A Preferred Stock	06/02/2015		D		13,071.354	D	(1)	0	I	By Monomoy Capital Partners, L.P.(5)
Series A Preferred Stock	06/02/2015		D		406.361	D	(1)	0	I	By MCP Supplemental Fund, L.P.(6)
Series A Preferred Stock	06/02/2015		D		67.672	D	(1)	0	I	By Monomoy Executive Co-Investment Fund, L.P.(7)
Series A Preferred Stock	06/02/2015		D		7,419.617	D	(1)	0	I	By Monomoy Capital Partners II, L.P.(8)
Series A Preferred Stock	06/02/2015		D		234.996	D	(1)	0	I	By MCP Supplemental Fund II, L.P.(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 to Purchase Common Stock	$0.01	06/02/2015		D			2,736,355	07/30/2014	07/30/2021	Common Stock	2,736,355	(10)	0	I	By Monomoy Capital Partners, L.P.(5)
Warrants to Purchase Common Stock	$0.01	06/02/2015		D			85,067	07/30/2014	07/30/2021	Common Stock	85,067	(10)	0	I	By MCP Supplemental Fund, L.P.(6)
Warrants to Purchase Common Stock	$0.01	06/02/2015		D			14,167	07/30/2014	07/30/2021	Common Stock	14,167	(10)	0	I	By Monomoy Executive Co-Investment Fund, L.P.(7)
Warrants to Purchase Common Stock	$0.01	06/02/2015		D			1,553,221	07/30/2014	07/30/2021	Common Stock	1,553,221	(10)	0	I	By Monomoy Capital Partners II, L.P.(8)
Warrants to Purchase Common Stock	$0.01	06/02/2015		D			49,194	07/30/2014	07/30/2021	Common Stock	49,194	(10)	0	I	By MCP Supplemental Fund II, L.P.(9)

1. Name and Address of Reporting Person^*

Monomoy Ultimate GP, LLC

(Last) (First) (Middle)

C/O MONOMOY CAPITAL PARTNERS

142 W 57TH ST., 17TH FL.

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Monomoy General Partner, L.P.

(Last) (First) (Middle)

C/O MONOMOY CAPITAL PARTNERS

142 W 57TH ST., 17TH FL.

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Monomoy General Partner II, L.P.

(Last) (First) (Middle)

C/O MONOMOY CAPITAL PARTNERS

142 W 57TH ST., 17TH FL.

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Monomoy Capital Partners, L.P.

(Last) (First) (Middle)

C/O MONOMOY CAPITAL PARTNERS

142 W 57TH ST., 17TH FL.

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MCP SUPPLEMENTAL FUND, L.P.

(Last) (First) (Middle)

C/O MONOMOY CAPITAL PARTNERS

142 W 57TH ST., 17TH FL.

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Monomoy Executive Co-Investment Fund, L.P.

(Last) (First) (Middle)

C/O MONOMOY CAPITAL PARTNERS

142 W 57TH ST., 17TH FL.

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Monomoy Capital Partners II, L.P.

(Last) (First) (Middle)

C/O MONOMOY CAPITAL PARTNERS

142 W 57TH ST., 17TH FL.

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MCP Supplemental Fund II, L.P.

(Last) (First) (Middle)

C/O MONOMOY CAPITAL PARTNERS

142 W 57TH ST., 17TH FL.

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Monomoy Capital Management, L.P.

(Last) (First) (Middle)

C/O MONOMOY CAPITAL PARTNERS

142 W 57TH ST., 17TH FL.

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

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 preferred stock and 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. On the Effective Date, holders of the Issuer's previously outstanding preferred stock received 10.6 shares of the Issuer's new common stock (or their cash equivalent) for each share of preferred stock previously held, and holders of the Issuer's previously outstanding common stock and in-the-money warrants received 0.005 shares of the Issuer's new common stock (or their cash equivalent) for each vested share of common stock previously held or underlying an in-the-money warrant.

2. 12,319 of these shares were held directly by Daniel Collin and 3,695 of these shares were held directly by Stephen Presser for the benefit of Monomoy Capital Management, L.P. ("MCM"). MCM was entitled to receive all director compensation payable by the issuer in respect of Mr. Collin's and Mr. Presser's board positions, and Mr. Collin and Mr. Presser did not have any right to the proceeds of the disposition of these shares. Monomoy Ultimate GP, LLC ("Ultimate GP") is the general partner of MCM. As such, MCM and Ultimate GP may have been deemed to be the beneficial owner of these shares. MCM and Ultimate GP expressly disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein. (continued in footnote 3)

3. The proceeds of any disposition of these shares will be applied against management fees payable to MCM pursuant to the applicable partnership agreements of Monomoy Capital Partners, L.P. ("MCP"), Monomoy Capital Partners II, L.P. ("MCP II") and MCP Supplemental Fund II, L.P. ("MCP Supplemental Fund II"). Monomoy General Partner, L.P. ("Monomoy GP") is the general partner of MCP. Monomoy General Partner II, L.P. ("Monomoy GP II") is the general partner of MCP II and MCP Supplemental Fund II. Ultimate GP is the general partner of Monomoy GP and Monomoy GP II.

4. As such, MCP, MCP II, MCP Supplemental Fund II, Monomoy GP, Monomoy GP II and Ultimate GP may have been deemed to have an indirect pecuniary interest in the shares of common stock issued in respect of Mr. Collin's and Mr. Presser's board service due to a partial offset of the management fee related to the issuance of such shares. Each of MCP, MCP II, MCP Supplemental Fund II, Monomoy GP, Monomoy GP II and Ultimate GP expressly disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interests therein.

5. These shares were held directly by MCP. Monomoy GP is the general partner of MCP, and Ultimate GP is the general partner of Monomoy GP. As such, Monomoy GP and Ultimate GP may have been deemed to be the beneficial owner of the shares held directly by MCP. Each of Monomoy GP and Ultimate GP expressly disclaim beneficial ownership of shares held directly by MCP, except to the extent of their respective pecuniary interests therein.

6. These shares were held directly by MCP Supplemental Fund, L.P. ("MCP Supplemental Fund"). Monomoy GP is the general partner of MCP Supplemental Fund, and Ultimate GP is the general partner of Monomoy GP. As such, Monomoy GP and Ultimate GP may have been deemed to be the beneficial owner of the shares held directly by MCP Supplemental Fund. Each of Monomoy GP and Ultimate GP expressly disclaim beneficial ownership of shares held directly by MCP Supplemental Fund, except to the extent of their respective pecuniary interests therein.

7. These shares were held directly by Monomoy Executive Co-Investment Fund, L.P. ("Co-Investment Fund"). Monomoy GP is the general partner of Co-Investment Fund, and Ultimate GP is the general partner of Monomoy GP. As such, Monomoy GP and Ultimate GP may have been deemed to be the beneficial owner of the shares held directly by Co-Investment Fund. Each of Monomoy GP and Ultimate GP expressly disclaim beneficial ownership of shares held directly by Co-Investment Fund, except to the extent of their respective pecuniary interests therein.

8. These shares were held directly by MCP II. Monomoy GP II is the general partner of MCP II, and Ultimate GP is the general partner of Monomoy GP II. As such, Monomoy GP II and Ultimate GP may have been deemed to be the beneficial owner of the shares held directly by MCP II. Each of Monomoy GP II and Ultimate GP expressly disclaim beneficial ownership of shares held directly by MCP II, except to the extent of their respective pecuniary interests therein.

9. These shares were held directly by MCP Supplemental Fund II. Monomoy GP II is the general partner of MCP Supplemental Fund II, and Ultimate GP is the general partner of Monomoy GP II. As such, Monomoy GP II and Ultimate GP may have been deemed to be the beneficial owner of the shares held directly by MCP Supplemental Fund II. Each of Monomoy GP II and Ultimate GP expressly disclaim beneficial ownership of shares held directly by MCP Supplemental Fund II, except to the extent of their respective pecuniary interests therein.

10. These warrants were issued together with the shares of Series A Preferred Stock reported in Table I.

Remarks:

Monomoy Ultimate GP, LLC, Monomoy General Partner, L.P., Monomoy General Partner II, L.P., Monomoy Capital Partners, L.P., MCP Supplemental Fund, L.P., Monomoy Executive Co-Investment Fund, L.P., Monomoy Capital Partners II, L.P., MCP Supplemental Fund II, L.P. and Monomoy Capital Management, L.P. each may have been deemed a director by deputization as a result of Daniel Collin and Stephen Presser, managing directors of Monomoy Ultimate GP, LLC, serving on the board of directors of EveryWare Global, Inc.

	Monomoy Ultimate GP, LLC, by /s/ Andrea Cipriani, under Power of Attorney	06/02/2015
	Monomoy General Partner, L.P., by /s/ Andrea Cipriani, under Power of Attorney	06/02/2015
	Monomoy General Partner II, L.P., by /s/ Andrea Cipriani, under Power of Attorney	06/02/2015
	Monomoy Capital Partners, L.P., by /s/ Andrea Cipriani, under Power of Attorney	06/02/2015
	MCP Supplemental Fund, L.P., by /s/ Andrea Cipriani, under Power of Attorney	06/02/2015
	Monomoy Executive Co-Investment Fund, L.P., by /s/ Andrea Cipriani, under Power of Attorney	06/02/2015
	Monomoy Capital Partners II, L.P., by /s/ Andrea Cipriani, under Power of Attorney	06/02/2015
	MCP Supplemental Fund II, L.P., by /s/ Andrea Cipriani, under Power of Attorney	06/02/2015
	Monomoy Capital Management, L.P., by /s/ Andrea Cipriani, under Power of Attorney	06/02/2015
	** 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.