EverQuote (EVER) Form 4 EverQuote / Seth Birnbaum ownership change

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

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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^*

Birnbaum Seth

(Last) (First) (Middle)

C/O EVERQUOTE, INC.

210 BROADWAY

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EverQuote, Inc. [ EVER ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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
Class A Common Stock	06/30/2020		S		4,546(1)	D	$56.63(2)	529,050	D
Class A Common Stock	06/30/2020		S		4,802(1)	D	$57.63(3)	524,248	D
Class A Common Stock	06/30/2020		S		6,934(4)	D	$55.02(5)	517,314	D
Class A Common Stock	06/30/2020		S		7,705(4)	D	$56.01(6)	509,609	D
Class A Common Stock	06/30/2020		S		3,186(4)	D	$56.83(7)	506,423	D
Class A Common Stock	06/30/2020		S		44,008(4)	D	$58.03(8)	462,415	D
Class A Common Stock	06/30/2020		S		667(4)	D	$58.59(9)	461,748	D

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

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 7, 2019 and represent the sale of shares necessary to meet tax withholding obligations as a result of vesting in restricted stock units on June 28, 2020. The sales do not represent a discretionary trade by the reporting person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.24 to $57.20, inclusive. The reporting person undertakes to provide to EverQuote, Inc., any security holder of EverQuote, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.32 to $58.23, inclusive. The reporting person undertakes to provide to EverQuote, Inc., any security holder of EverQuote, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

4. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2019, amended on November 15, 2019.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.45 to $55.42, inclusive. The reporting person undertakes to provide to EverQuote, Inc., any security holder of EverQuote, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.45 to $56.42, inclusive. The reporting person undertakes to provide to EverQuote, Inc., any security holder of EverQuote, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.48 to $57.46, inclusive. The reporting person undertakes to provide to EverQuote, Inc., any security holder of EverQuote, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.51 to $58.48, inclusive. The reporting person undertakes to provide to EverQuote, Inc., any security holder of EverQuote, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.54 to $58.64, inclusive. The reporting person undertakes to provide to EverQuote, Inc., any security holder of EverQuote, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4.

Remarks:

	/s/ David Mason, as attorney-in-fact for Seth Birnbaum	07/02/2020
	** 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).
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