SEC Form 4 · accession 0001209191-18-017850
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Aneel Bhusri
Director
Period of report
Mar 5, 2018
Accepted (ET)
Mar 7, 2018 · 6:42 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 StockF1 | Mar 5, 2018 | A | 327,634 | $0.00 | A | 593,630 | D | |
| Class A Common StockF2,F3 | holding | — | — | — | 1,382,012 | I | See Footnote |
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 StockF5,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 13,570,305 | 13,570,305 | I |
| Class B Common StockF5,F4 | — | holding | — | — | — | — | — | Class A Common Stock | 1,221,730 | 1,221,730 | I |
Explanation of responses
- F1Represents an aggregate pro-rata, in-kind distribution to Mr. Bhusri from Greylock XIII LP, Greylock XIII Principals LLC and Greylock XIII-A Limited Partnership, without additional consideration. Such distribution was made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
- F2Represents 1,309,275 shares of Class A Common Stock held directly by Greylock XIV Limited Partnership ("Greylock XIV LP") and 72,737 shares of Class A Common Stock held directly by Greylock XIV-A Limited Partnership ("Greylock XIV-A LP").
- F3Greylock XIV GP Limited Liability Company ("Greylock XIV GP") is the sole General Partner of Greylock XIV LP and Greylock XIV-A LP and may be deemed to share voting and dispositive power with respect to the shares held by Greylock XIV LP and Greylock XIV-A LP. Mr. Bhusri, as a Senior Managing Member of Greylock XIV GP LLC, may be deemed to share voting and dispositive power with respect to the shares of stock held directly by Greylock XIV LP and Greylock XIV-A LP. Greylock XIV GP and Mr. Bhusri disclaim beneficial ownership of the securities held by Greylock XIV LP and Greylock XIV-A LP, except to the extent of any pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission by Greylock XIV GP or Mr. Bhusri of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F4Each 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.
- F5Mr. Bhusri does not own shares in his individual capacity. Mr. Bhusri is a senior managing member of Greylock XIII GP LLC, the sole general partner of Greylock XIII Limited Partnership ("Greylock XIII") and Greylock XIII-A Limited Partnership ("Greylock XIII-A"), and as a result may be deemed to share voting and investment power over the shares held by Greylock XIII and Greylock XIII-A. Mr. Bhusri disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Mr. Bhusri of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.