SEC Form 4 · accession 0001209191-18-061498
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Dietzen
Director
Period of report
Dec 4, 2018
Accepted (ET)
Dec 7, 2018 · 4:27 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,F2 | Dec 4, 2018 | C | 3,806,083 | — | A | 3,913,649 | I | By Trust |
| Class A Common StockF1,F3 | Dec 4, 2018 | C | 900,000 | — | A | 900,000 | I | By Trust |
| Class A Common Stock | holding | — | — | — | 125,799 | 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 StockF2,F1 | — | Dec 4, 2018 | C | 3,806,083 | D | — | — | Class A Common Stock | 3,806,083 | 0 | I |
| Class B Common StockF3,F1 | — | Dec 4, 2018 | C | 900,000 | D | — | — | Class A Common Stock | 900,000 | 0 | I |
| Stock Option (right to buy)F5 | $2.98 | Dec 4, 2018 | J | 600,000 | D | — | Mar 27, 2024 | Class B Common Stock | 600,000 | 0 | D |
| Stock Option (right to buy)F5 | $2.98 | Dec 4, 2018 | J | 600,000 | A | — | Mar 27, 2024 | Class A Common Stock | 600,000 | 600,000 | D |
| Stock Option (right to buy)F6 | $17.00 | Dec 4, 2018 | J | 83,333 | D | — | Sep 22, 2025 | Class B Common Stock | 83,333 | 0 | D |
| Stock Option (right to buy)F6 | $17.00 | Dec 4, 2018 | J | 83,333 | A | — | Sep 22, 2025 | Class A Common Stock | 83,333 | 83,333 | D |
| Stock Option (right to buy)F7 | $17.00 | Dec 4, 2018 | J | 125,000 | D | — | Sep 22, 2025 | Class B Common Stock | 125,000 | 0 | D |
| Stock Option (right to buy)F7 | $17.00 | Dec 4, 2018 | J | 125,000 | A | — | Sep 22, 2025 | Class A Common Stock | 125,000 | 125,000 | D |
Explanation of responses
- F1On December 4, 2018, the Issuer's outstanding shares of Class B Common Stock ceased to represent at least 10% of all outstanding shares of Class A Common Stock and Class B Common Stock. As a result, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock pursuant to the Issuer's amended and restated certificate of incorporation.
- F2Shares are held by Scott Dietzen and Katherine Dietzen, Co-Trustees of the Dietzen Living Trust, dated January 16, 2009.
- 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.
- F4In connection with the automatic conversion described in footnote (1), outstanding Class B Common Stock options that were issued under the Issuer's 2009 Equity Incentive Plan remain unchanged, except that the underlying shares are now Class A Common Stock.
- F5The option vests in twenty-four (24) equal monthly installments beginning one month from April 1, 2018. The option shall be subject to accelerated vesting as set forth in optionee's employment agreement with the Issuer.
- F6The option vests in twelve (12) equal monthly installments beginning one month from January 1, 2020. The option shall be subject to accelerated vesting in accordance with the terms of the Issuer's change in control severance benefit plan.
- F7The option vests in twelve (12) equal monthly installments beginning one month from January 1, 2021. The option shall be subject to accelerated vesting in accordance with the terms of the Issuer's change in control severance benefit plan.