SEC Form 4 · accession 0001209191-15-075303
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aneel Bhusri
Director
Period of report
Oct 13, 2015
Accepted (ET)
Oct 13, 2015 · 5:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001474432
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF2,F3,F1 | — | Oct 13, 2015 | C | 17,858,796 | D | — | — | Class B Common Stock | 17,858,796 | 0 | I |
| Series C Preferred StockF2,F4,F1 | — | Oct 13, 2015 | C | 2,534,652 | D | — | — | Class B Common Stock | 2,534,652 | 0 | I |
| Series D Preferred StockF2,F5,F1 | — | Oct 13, 2015 | C | 1,787,226 | D | — | — | Class B Common Stock | 1,787,226 | 0 | I |
| Series E Preferred StockF2,F6,F1 | — | Oct 13, 2015 | C | 3,113,534 | D | — | — | Class B Common Stock | 3,113,534 | 0 | I |
| Series F Preferred StockF2,F7,F1 | — | Oct 13, 2015 | C | 1,544,427 | D | — | — | Class B Common Stock | 1,544,427 | 0 | I |
| Class B Common StockF2,F9,F8 | — | Oct 13, 2015 | C | 26,838,635 | A | — | — | Class A Common Stock | 26,838,635 | 26,838,635 | I |
Explanation of responses
- F1The preferred stock will automatically convert into Class B common stock on a 1-to-1 basis immediately upon closing of the initial public offering of the Issuer and has no expiration date.
- F2Mr. Bhusri does not own shares in his individual capacity. Mr. Bhusri is a senior managing member of Greylock XIII GP LLC, the sole general partner of Greylock XIII Limited Partnership ("Greylock XIII") and Greylock XIII-A Limited Partnership ("Greylock XIII-A"), and as a result may be deemed to share voting and investment power over the shares held by Greylock XIII and Greylock XIII-A. Mr. Bhusri disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Mr. Bhusri of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F3Consisted of (i) 16,383,768 shares held by Greylock XIII and (ii) 1,475,028 shares held by Greylock XIII-A.
- F4Consisted of (i) 2,325,304 shares held by Greylock XIII and (ii) 209,348 shares held by Greylock XIII-A.
- F5Consisted of (i) 1,639,614 shares held by Greylock XIII and (ii) 147,612 shares held by Greylock XIII-A.
- F6Consisted of (i) 2,856,376 shares held by Greylock XIII and (ii) 257,158 shares held by Greylock XIII-A.
- F7Consisted of (i) 1,416,867 shares held by Greylock XIII and (ii) 127,560 shares held by Greylock XIII-A.
- F8Each 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. Upon the closing of the issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuant to a registration statement on Form S-1 (File No. 333-206312) under the Securities Act of 1933, as amended, 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.
- F9These shares consist of (i) 24,621,929 shares held by Greylock XIII and (ii) 2,216,706 shares held by Greylock XIII-A.