SEC Form 4/A · accession 0001209191-18-039305
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Anita M Sands
Director
Period of report
Jun 7, 2018
Accepted (ET)
Jun 22, 2018 · 6:27 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 StockF3,F2 | Jun 7, 2018 | C | 102,000 | — | A | 117,601 | D | |
| Class A Common StockF4,F2 | Jun 7, 2018 | S | 102,000 | $24.0338 | D | 15,601 | 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 | $18.16 | Jun 7, 2018 | M | 102,000 | D | — | Jul 21, 2025 | Class B Common Stock | 102,000 | 198,000 | D |
| Class B Common StockF3 | — | Jun 7, 2018 | M | 102,000 | A | — | — | Class A Common Stock | 102,000 | 102,000 | D |
| Class B Common StockF3 | — | Jun 7, 2018 | C | 102,000 | D | — | — | Class A Common Stock | 102,000 | 0 | 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.
- F2See remarks below.
- 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 price. These shares were sold in multiple transactions at prices ranging from $24.00 to $24.14 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.
- F55,000 shares vest in equal monthly installments one month from 7/22/2015 over three years. 3,333.33 shares vest in equal monthly installments one month from 7/22/2018 over the next three years. 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 of repurchase.
Remarks
This report on Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Person on June 8, 2018. This report on Form 4/A corrects the Transaction Code in line one of Table I and also corrects a typographical error with respect to the Amount of Securities Beneficially Owned Following the Reported Transaction(s).