SEC Form 4 · accession 0001225208-17-010840
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel J Pullara III
10% Owner
Period of report
May 31, 2017
Accepted (ET)
Jun 2, 2017 · 6:24 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,F3,F1 | — | Jun 1, 2017 | P | 1,024,538 | A | — | — | Class A Common Stock | 1,024,538 | 1,024,538 | I |
| Class B Common StockF4,F5,F1 | — | May 31, 2017 | J | 4,098,151 | D | — | — | Class A Common Stock | 4,098,151 | 22,528,515 | I |
| Class B Common StockF6,F5,F1 | — | Jun 1, 2017 | J | 3,073,613 | A | — | — | Class A Common Stock | 3,073,613 | 25,602,128 | I |
| Class B Common StockF7,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 444,979 | 444,979 | 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. 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.
- F2In connection with the Liquidation, Sutter Hill Associates, LLC ("SHA") purchased 1,024,538 shares of the Issuer's Class B Common Stock from the Limited Partner at a purchase price equal to the average of the mean between the closing bid and ask prices of the Issuer's Class A Common Stock, which is traded on the New York Stock Exchange, over the ninety (90)-day period ended March 31, 2017.
- F3Shares held by SHA. Sutter Hill Ventures, a California Limited Partnerhsip ("SHV") has voting and dispositive power over the shares held by SHA, and the reporting person is a member of SHA. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
- F4On May 31, 2017, a limited partner (the "Limited Partner") of SHV liquidated its interest in SHV in return for its ratable share of the holdings of SHV, resulting in SHV's disposition to the Limited Partner of 4,098,151 shares of the Issuer's Class B Common Stock (the "Liquidation").
- F5Shares held by SHV. The reporting person is a managing director and member of the management committee of the general partner of SHV. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
- F6In connection with the Liquidation, SHV entered into an agreement with the Limited Partner to repurchase 3,073,613 shares of the Issuer's Class B Common Stock from the Limited Partner at a purchase price equal to the average of the mean between the closing bid and ask prices of the Issuer's Class A Common Stock, which is traded on the New York Stock Exchange, over the ninety (90)-day period ended March 31, 2017.
- F7Shares 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.