SEC Form 4 · accession 0001225208-15-019501
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SUTTER HILL VENTURES
10% Owner
Period of report
Oct 13, 2015
Accepted (ET)
Oct 13, 2015 · 7:18 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001474432
Table I — non-derivative securities
No Table I lines on this filing.
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 | — | Oct 13, 2015 | C | 25,771,241 | A | — | — | Class A Common Stock | 25,771,241 | 26,626,666 | D |
| Series A Preferred StockF3 | — | Oct 13, 2015 | C | 11,373,310 | D | — | — | Class B Common Stock | 11,373,310 | 0 | D |
| Series B Preferred StockF3 | — | Oct 13, 2015 | C | 5,723,870 | D | — | — | Class B Common Stock | 5,723,870 | 0 | D |
| Series C Preferred StockF3 | — | Oct 13, 2015 | C | 2,419,000 | D | — | — | Class B Common Stock | 2,419,000 | 0 | D |
| Series D Preferred StockF3 | — | Oct 13, 2015 | C | 1,727,937 | D | — | — | Class B Common Stock | 1,727,937 | 0 | D |
| Series E Preferred StockF3 | — | Oct 13, 2015 | C | 3,022,681 | D | — | — | Class B Common Stock | 3,022,681 | 0 | D |
| Series F Preferred StockF3 | — | Oct 13, 2015 | C | 1,504,443 | D | — | — | Class B Common Stock | 1,504,443 | 0 | D |
Explanation of responses
- F1Each 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. Upon the closing of the Issuer's sale of its Class A Common Stock in its firm commitment underwritten initial public offering pursuent to a registration statement on Form S-1 (File No. 333-206312) under the Securities Act of 1933, as amended, the Class B Common Stock will convert automatically into Class A Common Stock on the same basis upon the earlier of:(1) 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.
- F2Shares held by Sutter Hill Ventures, a California Limited Partnership, 855,425 shares of which are unvested and subject to the Issuer's right of repurchase.
- F3The preferred stock will automatically convert into Class B common stock on a one-to-one basis immediately upon closing of the initial public offering of the Issuer and has no expiration date.