SEC Form 4 · accession 0001209191-18-061506
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anita M Sands
Director
Period of report
Dec 4, 2018
Accepted (ET)
Dec 7, 2018 · 4:30 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 Stock | holding | — | — | — | 10,380 | 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)F3 | $18.16 | Dec 4, 2018 | J | 198,000 | D | — | Jul 21, 2025 | Class B Common Stock | 198,000 | 0 | D |
| Stock Option (right to buy)F3 | $18.16 | Dec 4, 2018 | J | 198,000 | A | — | Jul 21, 2025 | Class A Common Stock | 198,000 | 198,000 | D |
| Stock Option (right to buy)F4 | $14.32 | holding | — | — | — | — | Apr 22, 2026 | Class A Common Stock | 20,000 | 20,000 | 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.
- F2In 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.
- F35,000 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.
- F4This option is fully vested.