SEC Form 4 · accession 0001209191-18-004788
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Hatfield
Officer — President
Period of report
Jan 18, 2018
Accepted (ET)
Jan 22, 2018 · 6:12 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 StockF3 | Jan 18, 2018 | C | 70,000 | — | A | 251,168 | D | |
| Class A Common StockF4 | Jan 18, 2018 | S | 70,000 | $17.6382 | D | 181,168 | D | |
| Class A Common StockF3 | Jan 19, 2018 | C | 24,183 | — | A | 205,351 | D | |
| Class A Common Stock | Jan 19, 2018 | S | 24,183 | $18.00 | D | 181,168 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F5 | $1.225 | Jan 18, 2018 | M | 23,334 | D | — | Feb 5, 2023 | Class B Common Stock | 23,334 | 892,108 | D |
| Class B Common StockF3 | — | Jan 18, 2018 | M | 23,334 | A | — | — | Class A Common Stock | 23,334 | 1,100,514 | D |
| Class B Common StockF3 | — | Jan 18, 2018 | C | 70,000 | D | — | — | Class A Common Stock | 70,000 | 1,030,514 | D |
| Stock Option (right to buy)F5 | $1.225 | Jan 19, 2018 | M | 8,061 | D | — | Feb 5, 2023 | Class B Common Stock | 8,061 | 884,047 | D |
| Class B Common StockF3 | — | Jan 19, 2018 | M | 8,061 | A | — | — | Class A Common Stock | 8,061 | 1,038,575 | D |
| Class B Common StockF3 | — | Jan 19, 2018 | C | 24,183 | D | — | — | Class A Common Stock | 24,183 | 1,014,392 | D |
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.
- F2This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- 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. 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.
- F4The reported price in Column 4 is a weighted average pice. These shares were purchased in multiple transactions at prices ranging from $17.29 to $17.86 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in the footnote.
- F51/48 of the Option vests in equal monthly installments one month from 1/15/2013. The option shall be subject to accelerated vesting as set forth in optionee's employment agreement with the Issuer. The shares subject to this option are early exercisable, subject to the Issuer's right to repurchase.