SEC Form 4 · accession 0001209191-18-061503
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Hatfield
Officer — President
Period of report
Dec 4, 2018
Accepted (ET)
Dec 7, 2018 · 4:28 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 | Dec 4, 2018 | C | 150,510 | — | A | 462,031 | D | |
| Class A Common StockF1,F2 | Dec 4, 2018 | C | 18,666 | — | A | 18,666 | I | By Trust |
| Class A Common StockF1,F3 | Dec 4, 2018 | C | 18,666 | — | A | 18,666 | I | By Trust |
| Class A Common StockF1,F4 | Dec 4, 2018 | C | 18,666 | — | A | 18,666 | I | By Trust |
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 StockF1 | — | Dec 4, 2018 | C | 150,510 | D | — | — | Class A Common Stock | 150,510 | 0 | D |
| Class B Common StockF2,F1 | — | Dec 4, 2018 | C | 18,666 | D | — | — | Class A Common Stock | 18,666 | 0 | I |
| Class B Common StockF3,F1 | — | Dec 4, 2018 | C | 18,666 | D | — | — | Class A Common Stock | 18,666 | 0 | I |
| Class B Common StockF4,F1 | — | Dec 4, 2018 | C | 18,666 | D | — | — | Class A Common Stock | 18,666 | 0 | I |
| Stock Option (right to buy)F6 | $1.225 | Dec 4, 2018 | J | 452,112 | D | — | Feb 5, 2023 | Class B Common Stock | 452,112 | 0 | D |
| Stock Option (right to buy)F6 | $1.225 | Dec 4, 2018 | J | 452,112 | A | — | Feb 5, 2023 | Class A Common Stock | 452,112 | 452,112 | D |
| Stock Option (right to buy)F6 | $2.575 | Dec 4, 2018 | J | 400,000 | D | — | Jan 29, 2024 | Class B Common Stock | 400,000 | 0 | D |
| Stock Option (right to buy)F6 | $2.575 | Dec 4, 2018 | J | 400,000 | A | — | Jan 29, 2024 | Class A Common Stock | 400,000 | 400,000 | D |
| Stock Option (right to buy)F7 | $2.98 | Dec 4, 2018 | J | 500,000 | D | — | Mar 27, 2024 | Class B Common Stock | 500,000 | 0 | D |
| Stock Option (right to buy)F7 | $2.98 | Dec 4, 2018 | J | 500,000 | A | — | Mar 27, 2024 | Class A Common Stock | 500,000 | 500,000 | D |
| Stock Option (right to buy)F8 | $13.20 | Dec 4, 2018 | J | 150,000 | D | — | Mar 16, 2025 | Class B Common Stock | 150,000 | 0 | D |
| Stock Option (right to buy)F8 | $13.20 | Dec 4, 2018 | J | 150,000 | A | — | Mar 16, 2025 | Class A Common Stock | 150,000 | 150,000 | D |
| Stock Option (right to buy)F9 | $17.00 | Dec 4, 2018 | J | 75,000 | D | — | Sep 22, 2025 | Class B Common Stock | 75,000 | 0 | D |
| Stock Option (right to buy)F9 | $17.00 | Dec 4, 2018 | J | 75,000 | A | — | Sep 22, 2025 | Class A Common Stock | 75,000 | 75,000 | 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.
- F2By DMH 2013 Irrevocable Trust
- F3By JHH 2013 Irrevocable Trust
- F4By KGH 2013 Irrevocable Trust
- F5In 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.
- F6This option is fully vested.
- F7The option vests in twenty-four (24) equal monthly installments beginning one month from January 1, 2018. The option shall be subject to accelerated vesting as set forth in optionee's employment agreement with the Issuer.
- F8The option vests in twelve (12) equal monthly installments beginning one month from February 15, 2020. The option shall be subject to accelerated vesting if, at any time, the Issuer terminates Optionholder's employment other than for Cause or Optionholder resigns for Good Reason, twenty-five percent (25%) of the unvested shares subject to the Option shall vest effective as of the termination or resignation date. If, on or within eighteen (18) months after a Change in Control, Optionholder's employment with the Issuer terminates either by the Issuer (or its successor) other than for Cause, or by Optionholder due to a resignation for Good Reason, all then-unvested outstanding shares subject to the Option shall vest in full effective as of the termination or resignation date.
- F9The option vests in ten (10) equal monthly installments beginning one month from March 15, 2021. The option shall be subject to accelerated vesting in accordance with the terms of the Issuer's change in control severance benefit plan.