SEC Form 4 · accession 0001209191-15-075306

Everpure, Inc. · P

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michelangelo Volpi

Director

Period of report

Oct 13, 2015

Accepted (ET)

Oct 13, 2015 · 5:09 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 E Preferred Stock^F2,F1	—	Oct 13, 2015	C	991,140	D	—	—	Class B Common Stock	991,140	0	I
Series F Preferred Stock^F2,F1	—	Oct 13, 2015	C	1,237,614	D	—	—	Class B Common Stock	1,237,614	0	I
Class B Common Stock^F2,F3	—	Oct 13, 2015	C	2,228,754	A	—	—	Class A Common Stock	2,228,754	2,228,754	I
Series E Preferred Stock^F2,F1	—	Oct 13, 2015	C	14,666	D	—	—	Class B Common Stock	14,666	0	I
Series F Preferred Stock^F2,F1	—	Oct 13, 2015	C	18,276	D	—	—	Class B Common Stock	18,276	0	I
Class B Common Stock^F2,F3	—	Oct 13, 2015	C	32,942	A	—	—	Class A Common Stock	32,942	32,942	I
Series D Preferred Stock^F2,F1	—	Oct 13, 2015	C	3,849,948	D	—	—	Class B Common Stock	3,849,948	0	I
Series E Preferred Stock^F2,F1	—	Oct 13, 2015	C	543,698	D	—	—	Class B Common Stock	543,698	0	I
Class B Common Stock^F2,F3	—	Oct 13, 2015	C	4,393,646	A	—	—	Class A Common Stock	4,393,646	4,393,646	I
Series D Preferred Stock^F2,F1	—	Oct 13, 2015	C	77,712	D	—	—	Class B Common Stock	77,712	0	I
Series E Preferred Stock^F2,F1	—	Oct 13, 2015	C	10,974	D	—	—	Class B Common Stock	10,974	0	I
Class B Common Stock^F2,F3	—	Oct 13, 2015	C	88,686	A	—	—	Class A Common Stock	88,686	88,686	I
Series D Preferred Stock^F2,F1	—	Oct 13, 2015	C	49,716	D	—	—	Class B Common Stock	49,716	0	I
Series E Preferred Stock^F2,F1	—	Oct 13, 2015	C	19,754	D	—	—	Class B Common Stock	19,754	0	I
Series F Preferred Stock^F2,F1	—	Oct 13, 2015	C	15,897	D	—	—	Class B Common Stock	15,897	0	I
Class B Common Stock^F2,F3	—	Oct 13, 2015	C	85,367	A	—	—	Class A Common Stock	85,367	85,367	I

Explanation of responses

F1The preferred stock automatically converted into Class B common stock on a 1-to-1 basis immediately upon closing of the initial public offering of the Issuer and had no expiration date.
F2The Reporting Person is a partner within the Index Ventures group. Advisors within the Index Ventures group provide advice to Index Ventures Growth II (Jersey), L.P., Index Ventures Growth II Parallel Entrepreneur Fund (Jersey), L.P., Index Ventures VI (Jersey), L.P., Index Ventures VI Parallel Entrepreneur Fund (Jersey), L.P. and Yucca (Jersey) SLP (the "Index Funds"). The Reporting Person is involved in making recommendations to the Index Funds, but does not hold voting or dispositive power over the shares held by the Index Funds. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.
F3Each 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.