SEC Form 4 · accession 0001209191-18-006317
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Hatfield
Officer — President
Period of report
Jan 29, 2018
Accepted (ET)
Jan 31, 2018 · 6:56 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 29, 2018 | C | 10,000 | — | A | 191,168 | D | |
| Class A Common Stock | Jan 29, 2018 | S | 10,000 | $20.00 | 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)F4 | $1.225 | Jan 29, 2018 | M | 3,334 | D | — | Feb 5, 2023 | Class B Common Stock | 3,334 | 848,774 | D |
| Class B Common StockF3 | — | Jan 29, 2018 | M | 3,334 | A | — | — | Class A Common Stock | 3,334 | 953,848 | D |
| Class B Common StockF3 | — | Jan 29, 2018 | C | 10,000 | D | — | — | Class A Common Stock | 10,000 | 943,848 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F2Each 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.
- 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.
- F41/48 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.