SEC Form 4 · accession 0001225208-17-010841
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SUTTER HILL VENTURES
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,F1 | — | May 31, 2017 | J | 4,098,151 | D | — | — | Class A Common Stock | 4,098,151 | 22,528,515 | D |
| Class B Common StockF3,F1 | — | Jun 1, 2017 | P | 3,073,613 | A | — | — | Class A Common Stock | 3,073,613 | 25,602,128 | 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. 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.
- F2On May 31, 2017, a limited partner (the "Limited Partner") of Sutter Hill Ventures, a California Limited Partnership ("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").
- F3In 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.