Sec Form 13D Filing - BLUNDIN DAVID B filing for EverQuote Inc. (EVER) - 2024-09-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

EverQuote, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

30041R108

(CUSIP Number)

Link Ventures LLLP

One Kendall Square

Suite B2106

Cambridge, MA 02139

Attn: Dominic Lloyd

(781) 228-5674

With copy to:

John C. Partigan

Lloyd H. Spencer

Nixon Peabody LLP

799 9th Street NW, Suite 500

Washington, DC 20001

(202) 585-8000

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

September 5, 2024

(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 ☒.

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.

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CUSIP No. 30041R108

Amendment No. 7 to Schedule 13D

This Amendment No. 7 to Schedule 13D (the “Amendment No. 7”) is being filed by David B. Blundin, Recognition Capital, LLC (“Recognition Capital”), Link Ventures LLLP (“Link Ventures”), Link Management LLC (“Link Management”), Cogo Fund 2020, LLC (“Cogo Fund”), Cogo Labs, LLC (“Cogo Labs”), and Link Equity Partners, LLC (“LEP”). All such parties are collectively referred to herein as the Reporting Persons.

This Amendment No. 7 amends the Schedule 13D filed with the SEC on February 9, 2022, as amended by the Amendment No. 1 to Schedule 13D filed with the SEC on March 3, 2022, as further amended by the Amendment No. 2 to Schedule 13D filed with the SEC on March 28, 2022, as further amended by the Amendment No. 3 to Schedule 13D filed with the SEC on April 25, 2023, as further amended by the Amendment No. 4 to Schedule 13D filed with the SEC on February 20, 2024, as further amended by the Amendment No. 5 to Schedule 13D filed with the SEC on March 15, 2024, and as further amended by the Amendment No. 6 to Schedule 13D filed with the SEC on May 7, 2024 (collectively, as amended, the “Schedule 13D”).

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The title and class of equity securities to which the Schedule 13D relates is the Class A Common Stock, $0.001 par value per share (the “Class A Common Stock”), of EverQuote, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 141 Portland Street, Cambridge, MA 02139.

Item 2 of the Schedule 13D is hereby revised and supplemented with the following:

(d) – (e) None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4 of the Schedule 13D is hereby revised and supplemented with the following:

On June 14, 2024, the Reporting Persons adopted a Rule 10b5-1 trading arrangement (the “2024 Rule 10b5-1 Plan”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Broker”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Securities Exchange Act of 1934, as amended, for the sale of up to 2,031,264 shares of the Class A Common Stock. No trading is permitted to occur under the 2024 Rule 10b5-1 Plan until after the later of (i) 90 days following plan adoption or modification, (ii) two business days following the disclosure in certain periodic reports of the Issuer’s financial results for the fiscal quarter in which the plan was adopted or modified (but not to exceed 120 days following plan adoption or modification), or (iii) the trading day after the completion of all sales under the Reporting Person’s Rule 10b5-1 plan adopted on September 5, 2023.

The 2024 Rule 10b5-1 Plan will terminate at the earlier of the execution of all trading orders pursuant to the plan or December 5, 2025. The sales are being done primarily for diversification purposes. The 2024 Rule 10b5-1 Plan will not require the Reporting Persons to sell any specific number of shares of Class A Common Stock or at all, and may be modified, suspended or terminated at any time without notice. The foregoing summary is qualified in its entirety by reference to the actual language in the 2024 Rule 10b5-1 Plan, which is filed as Exhibit 99.1 to this Amendment No. 7, and which is incorporated herein by reference.

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The Reporting Persons sold the amount of shares of Class A Common Stock on the date and at the price set forth in the table below in open market transactions. All daily sales of the shares were sold in multiple transactions at varying prices. The Reporting Persons undertakes to provide 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 price within the ranges set forth in this Schedule 13D. Transactions below noted with an “*” were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Persons on September 5, 2023.

All of the shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional shares of Class A Common Stock, Class B Common Stock or other securities of the Issuer, or to sell or otherwise dispose of all or part of such shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

None of the Reporting Persons currently has any other plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

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Item 5 of the Schedule 13D is hereby revised and supplemented with the following:

Please see Items 5, 6, 7, 8, 9 and 11 of each cover sheet for each Reporting Person.

Ownership is stated as of September 4, 2024 and the ownership percentages are based upon 31,479,962 shares of Class A common stock, $0.001 par value per share, issued and outstanding (the “Class A Common Stock”) and 3,604,278 shares of Class B common stock, $0.001 par value per share, issued and outstanding (the “Class B Common Stock”) as of June 30, 2024, as disclosed by the Issuer in its Form 10-Q for the period ended June 30, 2024, filed with the SEC on August 6, 2024. The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the holder.

As of September 4, 2024, (i) Mr. Blundin directly owned 192,127 shares of Class A Common Stock, and indirectly owned 100 shares of Class A Common Stock held by his son, and indirectly owned the shares held by Recognition Capital, Link Ventures and Cogo Fund; (ii) Recognition Capital directly owned 216,307 shares of Class A Common Stock; (iii) Link Ventures directly owned 3,510,700 shares of Class A Common Stock and 3,556,462 shares of Class B Common Stock; and (iv) Cogo Fund directly owned 393,268 shares of Class A Common Stock.

Item 6 of the Schedule 13D is hereby revised and supplemented with the following:

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

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SIGNATURE

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

Dated: September 5, 2024