SEC Form 4 · accession 0001225208-15-019505

Everpure, Inc. · P

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Tench Coxe

10% Owner

Period of report

Oct 13, 2015

Accepted (ET)

Oct 13, 2015 · 7:22 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 Stock^F2,F1	—	Oct 13, 2015	C	245,466	A	—	—	Class A Common Stock	245,466	372,166	D
Series A Preferred Stock^F3	—	Oct 13, 2015	C	176,130	D	—	—	Class B Common Stock	176,130	0	D
Series B Preferred Stock^F3	—	Oct 13, 2015	C	69,336	D	—	—	Class B Common Stock	69,336	0	D
Class B Common Stock^F4,F1	—	Oct 13, 2015	C	1,337,724	A	—	—	Class A Common Stock	1,337,724	1,337,724	I
Series A Preferred Stock^F4,F3	—	Oct 13, 2015	C	607,632	D	—	—	Class B Common Stock	607,632	0	I
Series B Preferred Stock^F4,F3	—	Oct 13, 2015	C	523,122	D	—	—	Class B Common Stock	523,122	0	I
Series D Preferred Stock^F4,F3	—	Oct 13, 2015	C	206,970	D	—	—	Class B Common Stock	206,970	0	I
Class B Common Stock^F5,F6,F1	—	Oct 13, 2015	C	25,771,241	A	—	—	Class A Common Stock	25,771,241	26,626,666	I
Series A Preferred Stock^F6,F3	—	Oct 13, 2015	C	11,373,310	D	—	—	Class B Common Stock	11,373,310	0	I
Series B Preferred Stock^F6,F3	—	Oct 13, 2015	C	5,723,870	D	—	—	Class B Common Stock	5,723,870	0	I
Series C Preferred Stock^F6,F3	—	Oct 13, 2015	C	2,419,000	D	—	—	Class B Common Stock	2,419,000	0	I
Series D Preferred Stock^F6,F3	—	Oct 13, 2015	C	1,727,937	D	—	—	Class B Common Stock	1,727,937	0	I
Series E Preferred Stock^F6,F3	—	Oct 13, 2015	C	3,022,681	D	—	—	Class B Common Stock	3,022,681	0	I
Series F Preferred Stock^F6,F3	—	Oct 13, 2015	C	1,504,443	D	—	—	Class B Common Stock	1,504,443	0	I
Class B Common Stock^F7,F1	—	Oct 13, 2015	C	1,489,266	A	—	—	Class A Common Stock	1,489,266	1,489,266	I
Series A Preferred Stock^F7,F3	—	Oct 13, 2015	C	748,434	D	—	—	Class B Common Stock	748,434	0	I
Series B Preferred Stock^F7,F3	—	Oct 13, 2015	C	294,642	D	—	—	Class B Common Stock	294,642	0	I
Series C Preferred Stock^F7,F3	—	Oct 13, 2015	C	157,650	D	—	—	Class B Common Stock	157,650	0	I
Series D Preferred Stock^F7,F3	—	Oct 13, 2015	C	66,300	D	—	—	Class B Common Stock	66,300	0	I
Series E Preferred Stock^F7,F3	—	Oct 13, 2015	C	108,200	D	—	—	Class B Common Stock	108,200	0	I
Series F Preferred Stock^F7,F3	—	Oct 13, 2015	C	114,040	D	—	—	Class B Common Stock	114,040	0	I
Class B Common Stock^F8,F1	—	Oct 13, 2015	C	225,500	A	—	—	Class A Common Stock	225,500	225,500	I
Series E Preferred Stock^F8,F3	—	Oct 13, 2015	C	225,500	D	—	—	Class B Common Stock	225,500	0	I
Class B Common Stock^F9,F10,F1	—	Oct 13, 2015	C	986,653	A	—	—	Class A Common Stock	986,653	994,310	I
Series A Preferred Stock^F10,F3	—	Oct 13, 2015	C	386,378	D	—	—	Class B Common Stock	386,378	0	I
Series B Preferred Stock^F10,F3	—	Oct 13, 2015	C	51,232	D	—	—	Class B Common Stock	51,232	0	I
Series C Preferred Stock^F10,F3	—	Oct 13, 2015	C	246,555	D	—	—	Class B Common Stock	246,555	0	I
Series D Preferred Stock^F10,F3	—	Oct 13, 2015	C	15,466	D	—	—	Class B Common Stock	15,466	0	I
Series E Preferred Stock^F10,F3	—	Oct 13, 2015	C	159,511	D	—	—	Class B Common Stock	159,511	0	I
Series F Preferred Stock^F10,F3	—	Oct 13, 2015	C	127,511	D	—	—	Class B Common Stock	127,511	0	I

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.
F10Shares held by a trust of which the reporting person is a trustee. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
F2Shares held by Mr. Coxe's Roth IRA account, 126,700 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.
F4Shares held by a limited partnership of which the reporting person is a trustee of a trust which is the General Partner. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
F5Shares 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.
F6Shares held by Sutter Hill Ventures, a California Limited Partnership. The reporting person is a managing director and member of the management committee of the general partner of Sutter Hill Ventures, a California Limited Partnership. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
F7Shares held by the SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
F8Shares held by the spouse of the reporting person. The reporting person disclaims any beneficial ownership in these shares.
F9Shares held by a trust of which the reporting person is a trustee, 7,657 shares of which are unvested and subject to the Issuer's right of repurchase.