SEC Form 4 · accession 0001209191-18-020338
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Timothy Riitters
Officer — Chief Financial Officer
Period of report
Mar 14, 2018
Accepted (ET)
Mar 16, 2018 · 5:55 pm EDT
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 14, 2018 | A | 152,011 | $0.00 | A | 516,540 | D | |
| Class A Common StockF4 | Mar 14, 2018 | C | 7,500 | — | A | 524,040 | D | |
| Class A Common StockF5 | Mar 14, 2018 | S | 10,500 | $21.1209 | D | 513,540 | 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)F6 | $9.65 | Mar 14, 2018 | M | 7,500 | D | — | Oct 7, 2024 | Class B Common Stock | 7,500 | 947,500 | D |
| Class B Common StockF4 | — | Mar 14, 2018 | M | 7,500 | A | — | — | Class A Common Stock | 7,500 | 7,500 | D |
| Class B Common StockF4 | — | Mar 14, 2018 | C | 7,500 | D | — | — | Class A Common Stock | 7,500 | 0 | D |
Explanation of responses
- F1The shares of Class A Common Stock are subject to a Performance-Based Restricted Stock Award granted to the Reporting Person and are reported at the target award amount. The Reporting Person may potentially earn from 0% to 180% of the target amount based on the achievement, if any, of the performance criteria through the end of the performance period. The actual shares earned will be determined upon certification by the Issuer's Compensation Committee. If earned, 1/3rd of the total earned shares would vest on March 20, 2019, and 1/12th of the total earned shares would vest on each of June 20, September 20, December 20 and March 20, over the following two years, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan) through such dates.
- 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.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.89 to $21.30 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.
- F61/4 of the Option vests one year from 8/26/2014, 1/48 of the Option vests monthly thereafter over the following three years. The option shall be subject to accelerated vesting as set forth in optionee's employment agreement with the Issuer.