Wagner John Brandon Form 3/A EverQuote / John Brandon Wagner ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wagner John Brandon

(Last) (First) (Middle)

C/O EVERQUOTE, INC.

210 BROADWAY

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/27/2018

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/27/2018

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	0(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(2)	(2)	(2)	Class A Common Stock	96,000(1)(3)	0.00	D
Stock Option (right to buy)	(4)	01/10/2026	Class B Common Stock(2)	20,000	6.89(5)	D

Explanation of Responses:

1. The reporting person's Form 3 inadvertently reported that he owned 96,000 shares of Class A Common Stock instead of 96,000 shares of Class B Common Stock. The Form 3 also incorrectly described the vesting terms of the 96,000 restricted stock units ("RSUs").

2. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a one-for-one basis upon certain transfers of such shares and at the holder's election. The Class B Common Stock has no expiration date.

3. Consists of shares of Class B Common Stock issuable under 96,000 RSUs. Each RSU represents the right to receive one share of Class B Common Stock upon vesting. These RSUs will begin to vest 180 days after June 27, 2018 as to an amount equal to 96,000 multiplied by a fraction, the numerator of which is the number of full months since March 31, 2018 that the reporting person has provided services to the issuer and the denominator of which is 48, and the balance of the RSUs will vest in equal monthly installments thereafter upon the reporting person's completion of each month of service until the fourth anniversary of March 31, 2018.

4. This option was granted on January 11, 2016. The shares underlying the option are scheduled to vest over six years in seventy-two equal monthly installments with the first installment vested on January 31, 2016.

5. The reporting person's Form 3 inadvertently reported that the exercise price of this option is $6.97 per share.

Remarks:

	/s/ David Mason, as attorney-in-fact for John Brandon Wagner	07/05/2018
	** 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 5 (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.
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