SEC Form 5 · accession 0001225208-17-006129

Everpure, Inc. · P

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

Reporting owner

Jeffrey W Bird

10% Owner

Period of report

Jan 31, 2017

Accepted (ET)

Mar 10, 2017 · 8:06 pm EST

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^F3,F1	—	Oct 1, 2016	G	0	D	—	—	Class A Common Stock	0	499,478	I
Class B Common Stock^F3,F1	—	Jan 1, 2017	G	0	D	—	—	Class A Common Stock	0	499,478	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	227,244	227,244	D
Class B Common Stock^F4,F1	—	holding	—	—	—	—	—	Class A Common Stock	85,404	85,404	I
Class B Common Stock^F5,F1	—	holding	—	—	—	—	—	Class A Common Stock	26,626,666	26,626,666	I
Class B Common Stock^F6,F1	—	holding	—	—	—	—	—	Class A Common Stock	1,281,244	1,281,244	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 pursuant 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.
F2Represents gift of limited partnership interests in a limited partnership to other limited partners. The reporting person disclaims beneficial ownership of the shares held by the limited partnership except as to the reporting person's pecuniary interest therein.
F3Shares 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.
F4Shares held by an irrevocable trust for the benefit of the reporting person's children, of which the reporting person is a trustee. The reporting person disclaims any beneficial ownership in these shares.
F5Shares 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.
F6Shares 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.