SEC Form 4 · accession 0001209191-18-003171
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Dietzen
Director
Period of report
Jan 8, 2018
Accepted (ET)
Jan 10, 2018 · 7:04 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 Stock | Jan 8, 2018 | S | 2,167 | $16.5001 | D | 109,196 | 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 21, 2017 | G | 375,000 | D | — | — | Class A Common Stock | 375,000 | 5,331,083 | I |
| Class B Common StockF4,F2 | — | Dec 21, 2017 | G | 375,000 | A | — | — | Class A Common Stock | 375,000 | 375,000 | I |
Explanation of responses
- F1Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs previously reported on a Form 4 filed on April 3, 2017 pursuant to mandatory "sell to cover" provisions contained in the Reporting Person's RSU Agreement, and does not represent a discretionary sale by 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. 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.
- F4Shares are held by Scott Dietzen and Katherine Dietzen, Trustees of the Dietzen 2017 Charitable Remainder Unitrust, dated December 15, 2017.