SEC Form 4 · accession 0000899243-18-006466
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Greylock XIII Limited Partnership
10% Owner
Greylock XIII-A Limited Partnership
10% Owner
Greylock XIII GP LLC
10% Owner
Period of report
Mar 5, 2018
Accepted (ET)
Mar 6, 2018 · 4:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001474432
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Mar 5, 2018 | C | 6,149,694 | $0.00 | A | 6,149,694 | I | By Greylock XIII Limited Partnership |
| Class A Common StockF3,F4 | Mar 5, 2018 | C | 553,656 | $0.00 | A | 553,656 | I | By Greylock XIII-A Limited Partnership |
| Class A Common StockF5 | Mar 5, 2018 | J | 6,149,694 | $0.00 | D | 0 | I | See footnote |
| Class A Common StockF6 | Mar 5, 2018 | J | 553,656 | $0.00 | D | 0 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F7 | — | Mar 5, 2018 | C | 6,149,694 | D | — | — | Class A Common Stock | 6,149,694 | 13,570,305 | I |
| Class B Common StockF4,F7,F1 | — | Mar 5, 2018 | C | 553,656 | D | — | — | Class A Common Stock | 553,656 | 1,221,730 | I |
Explanation of responses
- F1Represents 6,149,694 shares converted from Class B Common Stock to Class A Common Stock by Greylock XIII Limited Partnership ("Greylock XIII LP").
- F2The shares are held directly by Greylock XIII LP. Greylock XIII GP Limited Liability Company ("Greylock XIII GP") is the sole General Partner of Greylock XIII LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F3Represents 553,656 shares converted from Class B Common Stock to Class A Common Stock by Greylock XIII-A Limited Partnership ("Greylock XIII-A LP").
- F4The shares are held directly by Greylock XIII-A LP. Greylock XIII GP is the sole General Partner of Greylock XIII-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIII-A LP. Greylock XIII GP disclaims beneficial ownership of the securities held by Greylock XIII LP except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIII GP of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F5Represents a pro-rata, in-kind distribution by Greylock XIII LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
- F6Represents a pro-rata, in-kind distribution by Greylock XIII-A LP and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
- F7Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. The Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the earlier of: (i) any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation in effect as of the date hereof, (ii) the affirmative vote of the holders of Class B Common Stock representing not less than a majority of the outstanding shares of Class B Common Stock, or (iii) October 6, 2025.