SEC Form 4/A · accession 0001209191-19-014787
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
Timothy Riitters
Officer — Chief Financial Officer
Period of report
Mar 14, 2018
Accepted (ET)
Feb 28, 2019 · 7:37 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 | Mar 14, 2018 | A | 164,172 | $0.00 | A | 528,701 | D | |
| Class A Common StockF5 | Mar 14, 2018 | C | 7,500 | — | A | 536,201 | D | |
| Class A Common StockF6 | Mar 14, 2018 | S | 10,500 | $21.1209 | D | 525,701 | 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)F7 | $9.65 | Mar 14, 2018 | M | 7,500 | D | — | Oct 7, 2024 | Class B Common Stock | 7,500 | 947,500 | D |
| Class B Common StockF5 | — | Mar 14, 2018 | M | 7,500 | A | — | — | Class A Common Stock | 7,500 | 7,500 | D |
| Class B Common StockF5 | — | Mar 14, 2018 | C | 7,500 | D | — | — | Class A Common Stock | 7,500 | 0 | D |
Explanation of responses
- F1See remarks below.
- F2Represents shares of Class A Common Stock earned pursuant to a Performance-Based Restricted Stock Award ("PRSA"). The Issuer's Compensation Committee determined achievement of the performance criteria and certified the total number of shares earned under the PRSA on February 26, 2019 (the "Earned Shares"). 1/3rd of the Earned Shares subject to this PRSA will vest on March 20, 2019, and 1/12th of the Earned Shares will vest on each of June 20, September 20, December 20 and March 20, over the following two years, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan) through such dates.
- F3Each 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.
- F4This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
- F5Each 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.89 to $21.30 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.
- F71/4 of the Option vests one year from 8/26/2014, 1/48 of the Option vests monthly thereafter over the following three years. The option shall be subject to accelerated vesting as set forth in optionee's employment agreement with the Issuer.
Remarks
This report on Form 4/A amends and replaces in its entirety the Form 4 filed by the Reporting Person on March 16, 2018. This report on Form 4/A (i) adjusts the number of shares earned pursuant to the achievement of performance criteria under the PSRA described herein, as determined and certified by the Issuer's Compensation Committee on February 26, 2019, (ii) adjusts the Amount of Securities Beneficially Owned Following the Reported Transaction(s), and (iii) also adjusts the Amount of Securities Beneficially Owned Following the Reported Transaction(s) reflected in the filings made between March 16, 2018 and the date of this filing.