Monomoy Ultimate GP SC 13D/A EveryWare Global, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

EVERYWARE GLOBAL, INC.

(Name of Issuer)

COMMON STOCK, $0.0001 PAR VALUE PER SHARE

(Title of Class of Securities)

300439106

(CUSIP Number)

Daniel Collin

Monomoy Capital Partners, L.P.

142 West 57th Street, 17th Floor

New York, New York 10019

(212) 699-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 30, 2014

(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.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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 (however, see the Notes).

1

13D

CUSIP No. 300439106

1	Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) Monomoy Capital Partners, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds (see instructions)     WC
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     10,832,936*
		8	Shared voting power     16,014
		9	Sole dispositive power     10,832,936*
		10	Shared dispositive power     16,014
11	Aggregate amount beneficially owned by each reporting person     10,848,950*
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     43.6%
14	Type of reporting person (see instructions)     PN

* Includes 2,736,355 shares of common stock that may be issued upon the exercise of warrants issued by the issuer to the reporting person.

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13D

CUSIP No. 300439106

1	Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) MCP Supplemental Fund, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds (see instructions)     WC
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     336,773*
		8	Shared voting power     —
		9	Sole dispositive power     336,773*
		10	Shared dispositive power     —
11	Aggregate amount beneficially owned by each reporting person     336,773*
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     1.5%
14	Type of reporting person (see instructions)     PN

* Includes 85,067 shares of common stock that may be issued upon the exercise of warrants issued by the issuer to the reporting person.

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13D

CUSIP No. 300439106

1	Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) Monomoy Executive Co-Investment Fund, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds (see instructions)     WC
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     56,084*
		8	Shared voting power     —
		9	Sole dispositive power     56,084*
		10	Shared dispositive power     —
11	Aggregate amount beneficially owned by each reporting person     56,084*
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     0.3%
14	Type of reporting person (see instructions)     PN

* Includes 14,167 shares of common stock that may be issued upon the exercise of warrants issued by the issuer to the reporting person.

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13D

CUSIP No. 300439106

1	Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) Monomoy Capital Partners II, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds (see instructions)     Not applicable.
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     6,149,037*
		8	Shared voting power     16,014
		9	Sole dispositive power     6,149,037*
		10	Shared dispositive power     16,014
11	Aggregate amount beneficially owned by each reporting person     6,165,051*
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     26.0%
14	Type of reporting person (see instructions)     PN

* Includes 1,553,221 shares of common stock that may be issued upon exercise of warrants issued by the issuer to the reporting person.

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13D

CUSIP No. 300439106

1	Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) MCP Supplemental Fund II, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds (see instructions)     Not applicable.
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     194,754*
		8	Shared voting power     16,014
		9	Sole dispositive power     194,754*
		10	Shared dispositive power     16,014
11	Aggregate amount beneficially owned by each reporting person     210,768*
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     1.0%
14	Type of reporting person (see instructions)     PN

* Includes 49,194 shares of common stock that may be issued upon exercise of warrants issued by the issuer to the reporting person.

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13D

CUSIP No. 300439106

1	Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) Monomoy General Partner, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds (see instructions)     Not applicable.
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     —
		8	Shared voting power     11,241,807*
		9	Sole dispositive power     —
		10	Shared dispositive power     11,241,807*
11	Aggregate amount beneficially owned by each reporting person     11,241,807*
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     45.0%
14	Type of reporting person (see instructions)     PN

* Includes 2,835,589 shares of common stock that may be issued upon exercise of warrants issued by the issuer.

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13D

CUSIP No. 300439106

1	Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) Monomoy General Partner II, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds (see instructions)     Not applicable.
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     —
		8	Shared voting power     6,359,805*
		9	Sole dispositive power     —
		10	Shared dispositive power     6,359,805*
11	Aggregate amount beneficially owned by each reporting person     6,359,805*
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     26.8%
14	Type of reporting person (see instructions)     PN

* Includes 1,602,415 shares of common stock that may be issued upon exercise of warrants issued by the issuer.

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13D

CUSIP No. 300439106

1	Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) Monomoy Ultimate GP, LLC
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds (see instructions)     Not applicable.
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     —
		8	Shared voting power     17,585,598*
		9	Sole dispositive power     —
		10	Shared dispositive power     17,585,598*
11	Aggregate amount beneficially owned by each reporting person     17,585,598*
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11)     66.2%
14	Type of reporting person (see instructions)     OO

* Includes 4,438,004 shares of common stock that may be issued upon exercise of warrants issued by the issuer.

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13D

CUSIP No. 300439106

1	Names of reporting persons / I.R.S. Identification Nos. of Above Persons (entities only) Monomoy Capital Management, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  x
3	SEC use only
4	Source of funds (see instructions)     Not applicable.
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     —
		8	Shared voting power     16,014
		9	Sole dispositive power     —
		10	Shared dispositive power     16,014
11	Aggregate amount beneficially owned by each reporting person     16,014
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) *
14	Type of reporting person (see instructions)     PN

* Less than 0.1%

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The Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on May 31, 2013, by the persons named therein, as amended and supplemented by the Amendment No. 1 to Schedule 13D filed with the Commission on September 17, 2013, Amendment No. 2 to Schedule 13D filed with the Commission on October 15, 2013 and Amendment No. 3 to Schedule 13D filed with the Commission on November 15, 2013 (as amended, the “Statement”), is hereby amended and supplemented by this Amendment No. 4 to Schedule 13D (the “Amendment”). Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each Item of the Statement remains unchanged.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by adding the following:

On July 30, 2014 (the “Closing Date”), EveryWare Global, Inc. (the “Issuer”) and MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II (collectively, the “MCP Funds”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the MCP Funds agreed to invest $20.0 million in return for Series A Senior Redeemable Preferred Stock (the “Preferred Stock”) and warrants to acquire 4,438,004 shares of the Company’s common stock (the “Sponsor Warrants”). The MCP Funds received a fee of $1.2 million for investing in the Preferred Stock, which was paid in additional shares of the Preferred Stock. As a result, the initial liquidation value of the Preferred Stock is $21.2 million.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended and supplemented by adding the following:

Purchase Agreement

The Purchase Agreement includes certain customary representations and warranties and mutual indemnification and releases. The Purchase Agreement provides that the Issuer will prepare and file a proxy statement for a special meeting of stockholders to approve (i) the Issuer’s issuance of shares of Common Stock issuable upon exercise of the Sponsor Warrants and (ii) the Issuer’s issuance of shares of Common Stock issuable upon exercise of warrants that were issued to certain lenders under the Issuer’s term loan on the Closing Date (the “Lender Warrants”). The MCP Funds agreed to vote their shares of Common Stock in favor of these matters.

Certificate of Designations of Preferred Stock

Pursuant to the Certificate of Designation (the “Certificate of Designation”) authorizing the Preferred Stock, the Preferred Stock ranks senior to all other capital securities of the Issuer. The Preferred Stock will accrue a 15% cumulative annual dividend on the Liquidation Preference, payable quarterly in kind and compounded quarterly. The dividends will be added to the Liquidation Preference each quarter. Upon the repayment of the Issuer’s current term loan, the 15% dividend accruing thereafter will be paid in cash. The Issuer may redeem the Preferred Stock for cash, upon 60 days’ prior notice, at a price equal to 105% of Liquidation Preference (including all accrued and unpaid dividends). Upon a liquidation event, including certain changes of control, the holders of the Preferred Stock will be entitled to a payment in cash equal to then liquidation value of the Preferred Stock. The Preferred Stock is not entitled to any voting rights, except that without the prior consent of the holders of a majority of the shares of Preferred Stock outstanding, the Issuer will not (i) authorize, create or issue, or increase the number of authorized or issued shares of, any class or series of preferred stock, (ii) authorize, create or issue, or increase the number of authorized or issued shares of, any other capital stock of any class or series, except for Common Stock, (ii) declare or pay dividends or make any distributions in respect of any class or series of stock or purchase or redeem any junior securities, (iv) amend, alter or repeal any provisions of the Issuer’s certificate of incorporation (including the Certificate of Designations) or bylaws, or the charter or bylaws of any subsidiary of the Issuer, (v) enter into any transaction that would result in a change of control, (vi) amalgamate, consolidate, convert or merge with any other person, or enter into or form any partnership or joint venture or acquire any securities in any other person or (vii) authorize or adopt any equity incentive plan, increase the number of options or securities available for grant or issuance under an equity incentive plan, grant any allocation of options or securities under any equity incentive plan, amend or supplement any equity incentive plan or authorize or issue any incentive compensation in the form of securities outside of an equity incentive plan.

Sponsor Warrants

Pursuant to the Purchase Agreement, the MCP Funds also received the Sponsor Warrants, which have an exercise price of $0.01 per share, and a term of seven years. The Sponsor Warrants contain customary adjustments to account for any stock splits, reorganizations, recapitalizations, mergers, combinations, asset sales and stock dividends and similar events. If the Issuer makes a distribution to the holders of its Common Stock of any asset, including cash, or any security, including subscription rights, other than a distribution in connection with a liquidation, distribution or winding up of the Issuer and other than a stock dividend payable in Common Stock, then the Issuer will distribute to the holder of each Sponsor Warrant the portion of the distribution that a holder of the number of shares of Common Stock issuable upon exercise of the Sponsor Warrant would have received.

Unless and until the Issuer obtains any stockholder approval required by Nasdaq Listing Rule 5635 to permit full exercisability of the Sponsor Warrants, the number of shares of Common Stock for which the Sponsor Warrants will be exercisable will be limited to the number of shares of Common Stock that, when taken to together with all shares of Common Stock issued or issuable upon exercise of the Lender Warrants, would be equal to 19.9% of the outstanding shares of the Common Stock as of the Closing Date.

Amended Registration Rights Agreement

On the Closing Date, the Issuer entered into the First Amendment to the Amended and Restated Registration Rights Agreement (as amended, the “Amended Registration Rights Agreement”) with the MCP Funds, Clinton Magnolia Master Fund, Ltd. and Clinton Spotlight Master Fund, L.P. Pursuant to the Amended Registration Rights Agreement, the MCP Funds will have customary registration rights, including demand registration and unlimited piggy-back rights, with respect to the common stock for which the Sponsor Warrants are exercisable.

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Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

(a) and (b)

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, an aggregate of 17,585,598 shares of Common Stock, including 4,438,004 shares of Common Stock that may be issued upon exercise of warrants.

MCP is the direct beneficial owner of 10,848,950 shares of Common Stock, including 2,736,355 shares of Common Stock that may be issued upon exercise of warrants, and the indirect beneficial owner of 16,014 shares of Common Stock.

MCP Supplemental Fund is the direct beneficial owner of 336,773 shares of Common Stock, including 85,067 shares of Common Stock that may be issued upon exercise of warrants.

Co-Investment Fund is the direct beneficial owner of 56,084 shares of Common Stock, including 14,167 shares of Common Stock that may be issued upon exercise of warrants.

MCP II is the direct beneficial owner of 6,165,051 shares of Common Stock, including 1,553,221 shares of Common Stock that may be issued upon exercise of warrants, and the indirect beneficial owner of 16,014 shares of Common Stock.

MCP Supplemental Fund II is the direct beneficial owner of 210,768 shares of Common Stock, including 49,194 shares of Common Stock that may be issued upon exercise of warrants, and the indirect beneficial owner of 16,014 shares of Common Stock.

Monomoy GP is the general partner of MCP, MCP Supplemental Fund and Co-Investment Fund. As such, Monomoy GP may be deemed to be the beneficial owner of the shares of Common Stock held directly by MCP, MCP Supplemental Fund, Co-Investment Fund and MCM.

Monomoy GP II is the general partner of MCP II and MCP Supplemental Fund II. As such, Monomoy GP II may be deemed to be the beneficial owner of the shares of Common Stock held directly by MCP II, MCP Supplemental Fund II and MCM.

Ultimate GP is the general partner of MCP II and MCP Supplemental Fund II. As such, Ultimate GP may be deemed to be the beneficial owner of the shares of Common Stock held by MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II. Stephen Presser, Daniel Collin and Justin Hillenbrand, who are members of Ultimate GP, are the sole members of the limited partner committee of each of Monomoy GP and Monomoy GP II that have the power, acting as a committee, to vote or dispose of the shares held directly by MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II.

MCM is the beneficial owner of 16,014 shares of Common Stock.

Ultimate GP is the general partner of MCM. As such, Ultimate GP may be deemed to be the beneficial owner of 12,319 shares of Common Stock awarded to Daniel Collin and 3,695 shares of Common Stock awarded to Stephen Presser as non-employee directors as part of the Issuer’s director compensation program (the “Director Awards”). The proceeds of any disposition of the Director Awards will be applied against management fees payable to MCM pursuant to the applicable partnership agreements of MCP, MCP II and MCP Supplemental Fund II. 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. As such, MCP, MCP II, MCP Supplemental Fund II, Monomoy GP, Monomoy GP II and Ultimate GP may be deemed to have an indirect pecuniary interest in the Director Awards 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.

To the knowledge of the Reporting Persons, none of the Covered Persons directly owns any shares of Common Stock, except that Mr. Collin and Mr. Presser hold the Director Awards for the benefit of MCM.

All percentages calculated in this Schedule 13D are based upon an aggregate of 22,120,023 shares of Common Stock outstanding on April 14, 2014, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.

(c) Except for the transactions described herein, there have been no other transactions in the securities of the Issuer effected by any Reporting Person within the last 60 days.

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(d) To the knowledge of the Reporting Persons, no other persons have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable.

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Item 7. Material to be filed as Exhibits.

Exhibit 1	Joint Filing Agreement among the Reporting Persons dated as of July 31, 2014.
Exhibit 2	Business Combination Agreement and Plan of Merger, dated as of January 31, 2013, by and among ROI Acquisition Corp., ROI Merger Sub Corp., ROI Merger Sub LLC and EveryWare Global, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on January 31, 2013).
Exhibit 3	Amendment No. 1 to Business Combination Agreement and Plan of Merger, dated as of May 8, 2013, by and among ROI Acquisition Corp., ROI Merger Sub Corp., ROI Merger Sub LLC and EveryWare Global, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed on May 9, 2013).
Exhibit 4	Registration Rights Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II, the Issuer and certain other stockholders of the Issuer (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013).
Exhibit 5	Lockup Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II and the Issuer (incorporated by reference to Exhibit 10.6 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013).
Exhibit 6	Governance Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II, Clinton Magnolia Master Fund, Ltd. and the Company (incorporated by reference to Exhibit 10.7 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013).
Exhibit 7	Letter Agreement, dated as of May 21, 2013, among MCP, MCP Supplemental Fund, Co-Investment Fund, MCP II and MCP Supplemental Fund II and the Issuer (incorporated by reference to Exhibit 10.9 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013)
Exhibit 8	Third Amended and Restated Certificate of Incorporation of EveryWare Global, Inc. (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013).
Exhibit 9	Amended and Restated Bylaws of EveryWare Global, Inc. (incorporated by reference to Exhibit 3.2 to the Issuer’s Current Report on Form 8-K filed on May 28, 2013).
Exhibit 10	Powers of Attorney for the Reporting Persons, dated May 15, 2013 (previously filed in connection with the Reporting Persons’ Form 3s on May 23, 2013 and November 12, 2013).
Exhibit 11	Underwriting Agreement, dated September 13, 2013, by and among the Issuer, Oppenheimer & Co. Inc., as representative of the several underwriters, the Monomoy Funds and Daniel Collin, as attorney-in-fact for the other shareholders party thereto (previously filed with this Statement).
Exhibit 12	Form of Director Other Stock-Based Award Agreement pursuant to the EveryWare Global, Inc. 2013 Omnibus Incentive Compensation Plan (previously filed with this Statement).
Exhibit 13	Certificate of Designation for Series A Senior Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuer’s Current Report on Form 8-K filed on July 31, 2014).
Exhibit 14	Warrant Agreement, dated July 30, 2014 by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form8-K filed on July 31, 2014).
Exhibit 15	Form of Sponsor Warrant (incorporated by reference to Exhibit 4.3 to the Issuer’s Current Report on Form8-K filed on July 31, 2014).
Exhibit 16	Securities Purchase Agreement, dated as of July 30, 2014, among the Company and the MCP Funds (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on July 31, 2014).
Exhibit 17	First Amendment to the Amended and Restated Registration Rights Agreement, dated as of July 30, 2014, by and among the Company, the MCP Funds, Clinton Magnolia Master Fund, Ltd. and Clinton Spotlight Master Fund, L.P. (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form8-K filed on July 31, 2014).

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: July 31, 2014

MONOMOY CAPITAL PARTNERS, L.P.
By:	/s/ Andrea Cipriani, under power of attorney
MCP SUPPLEMENTAL FUND, L.P.
By:	/s/ Andrea Cipriani, under power of attorney
MONOMOY EXECUTIVE CO-INVESTMENT FUND, L.P.
By:	/s/ Andrea Cipriani, under power of attorney
MONOMOY CAPITAL PARTNERS II, L.P.
By:	/s/ Andrea Cipriani, under power of attorney
MCP SUPPLEMENTAL FUND II, L.P.
By:	/s/ Andrea Cipriani, under power of attorney
MONOMOY GENERAL PARTNER, L.P.
By:	/s/ Andrea Cipriani, under power of attorney
MONOMOY GENERAL PARTNER II, L.P.
By:	/s/ Andrea Cipriani, under power of attorney
MONOMOY ULTIMATE GP, LLC
By:	/s/ Andrea Cipriani, under power of attorney
MONOMOY CAPITAL MANAGEMENT, L.P.
By:	/s/ Andrea Cipriani, under power of attorney

15

ANNEX A

Monomoy Capital Partners, L.P.

There are no executive officers or directors appointed at Monomoy Capital Partners, L.P. The general partner of Monomoy Capital Partners, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.

MCP Supplemental Fund, L.P.

There are no executive officers or directors appointed at MCP Supplemental Fund, L.P. The general partner of MCP Supplemental Fund, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.

Monomoy Executive Co-Investment Fund, L.P.

There are no executive officers or directors appointed at Monomoy Executive Co-Investment Fund, L.P. The general partner of Monomoy Executive Co-Investment Fund, L.P. is Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.

Monomoy Capital Partners II, L.P.

There are no executive officers or directors appointed at Monomoy Capital Partners II, L.P. The general partner of Monomoy Capital Partners II, L.P. is Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.

MCP Supplemental Fund II, L.P.

There are no executive officers or directors appointed at MCP Supplemental Fund II, L.P. The general partner of MCP Supplemental Fund II, L.P. is Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.

Monomoy General Partner, L.P.

There are no executive officers or directors appointed at Monomoy General Partner, L.P. The general partner of Monomoy General Partner, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.

Monomoy General Partner II, L.P.

There are no executive officers or directors appointed at Monomoy General Partner II, L.P. The general partner of Monomoy General Partner II, L.P. is Monomoy Ultimate GP, LLC. The name and principal occupation of each of the executive officers and members of Monomoy Ultimate GP, LLC is set forth below.

Monomoy Ultimate GP, LLC

The following table sets forth the names and principal occupations of the executive officers Monomoy Ultimate GP, LLC.

Name	Principal Occupation
Daniel Collin	Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC
Justin Hillenbrand	Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC
Stephen Presser	Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC

Monomoy Capital Management, L.P.

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The general partner of Monomoy Capital Management, L.P. is Monomoy Ultimate GP, LLC. The following table sets forth the names and principal occupations of the executive officers Monomoy Capital Management, L.P.

Name	Principal Occupation
Daniel Collin	Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC
Justin Hillenbrand	Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC
Stephen Presser	Managing Director and member of the Board of Managers of Monomoy Ultimate GP, LLC

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