SEC Form 4/A · accession 0001209191-18-039306
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
Scott Dietzen
Director
Period of report
Jun 4, 2018
Accepted (ET)
Jun 22, 2018 · 6:28 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 | Jun 4, 2018 | C | 1,000,000 | — | A | 1,000,000 | I | By Trust |
| Class A Common StockF4,F5,F6,F3 | Jun 4, 2018 | J | 1,000,000 | $24.1658 | D | 0 | I | By Trust |
| Class A Common Stock | holding | — | — | — | 240,839 | 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 | — | Jun 4, 2018 | C | 1,000,000 | D | — | — | Class A Common Stock | 1,000,000 | 4,056,083 | 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 Scott Dietzen and Katherine Dietzen, Co-Trustees of the Dietzen Living Trust, dated January 16, 2009.
- F4One June 4, 2018, the Reporting Person made an irrevocable contribution of Class A Common Stock to an exchange fund in exchange for shares of the exchange fund. The Class A Common Stock was valued at the closing price of Class A Common Stock at the time the shares were accepted by the exchange fund.
- F5Represents final number of shares accepted by this exchange fund on June 21, 2018.
- F6Represents value per share of shares accepted by this exchange fund on June 21, 2018.
Remarks
This report on Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Person on June 6, 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 June 21, 2018.