SEC Form 4 · accession 0001209191-17-064543
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Dietzen
Director
Period of report
Dec 5, 2017
Accepted (ET)
Dec 7, 2017 · 6:40 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 StockF2,F3 | Dec 5, 2017 | C | 100,000 | — | A | 100,000 | I | By Trust |
| Class A Common StockF3 | Dec 5, 2017 | S | 100,000 | $17.22 | D | 0 | I | By Trust |
| Class A Common StockF2,F3 | Dec 7, 2017 | C | 100,000 | — | A | 100,000 | I | By Trust |
| Class A Common StockF4,F3 | Dec 7, 2017 | S | 100,000 | $17.2225 | D | 0 | I | By Trust |
| Class A Common Stock | holding | — | — | — | 111,363 | D |
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 StockF3,F2 | — | Dec 5, 2017 | C | 100,000 | D | — | — | Class A Common Stock | 100,000 | 5,806,083 | I |
| Class B Common StockF3,F2 | — | Dec 7, 2017 | C | 100,000 | D | — | — | Class A Common Stock | 100,000 | 5,706,083 | I |
Explanation of responses
- F1Each share of Class A Common Stock was issued upon conversion of one share of Class B Common Stock at the election of the Reporting Person.
- F2Each 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.
- F3Shares are held by Scott Dietzen and Katherine Dietzen, Co-Trustees of the Dietzen Living Trust, dated January 16, 2009.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.22 to $17.24 per share, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.