SEC Form 4/A · accession 0001209191-18-021421
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).
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Scott Dietzen
Director
Period of report
Mar 8, 2018
Accepted (ET)
Mar 23, 2018 · 4:52 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 StockF2,F3 | Mar 8, 2018 | C | 500,000 | — | A | 500,000 | I | By Trust |
| Class A Common StockF4,F5,F6,F3 | Mar 8, 2018 | J | 300,000 | $19.993 | D | 200,000 | I | By Trust |
| Class A Common StockF4,F3 | Mar 8, 2018 | J | 200,000 | — | D | 0 | I | By Trust |
| Class A Common Stock | holding | — | — | — | 169,199 | 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 | — | Mar 8, 2018 | C | 500,000 | D | — | — | Class A Common Stock | 500,000 | 900,000 | I |
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.
- 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 JP Morgan Trust Company of Delaware, as Trustee of the Dietzen Family Irrevocable Trust GST Exempt Trust under agreement dated March 25, 2014.
- F4The Reporting Person made an irrevocable contribution of Class A Common Stock to two exchange funds in exchange for shares of each exchange fund. Upon the closing of an exchange fund, some or all of the shares of Class A Common Stock will be accepted by that exchange fund, with any remaining shares of Class A Common Stock being returned to the Reporting Person. The Class A Common Stock will be valued at the closing price of Class A Common Stock at such time as the shares are accepted by an exchange fund. Upon closing of an exchange fund, the Reporting Person will amend this Form 4 to reflect the final number of shares accepted by that exchange fund and the value of such shares.
- F5Represents final number of shares accepted by this exchange fund on March 22, 2018.
- F6Represents value per share of shares accepted by this exchange fund on March 22, 2018.
Remarks
This report on Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Person on March 9, 2018. This report on Form 4/A is being filed to disclose the final number of shares and value per share accepted by the exchange fund on March 22, 2018.