SEC Form 4 · accession 0001225208-17-018101
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael L Speiser
Director · 10% Owner
Period of report
Nov 30, 2017
Accepted (ET)
Dec 4, 2017 · 4:49 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 StockF2,F3,F1 | — | Nov 30, 2017 | J | 77,100 | A | — | — | Class A Common Stock | 77,100 | 77,100 | I |
| Class B Common StockF4,F5,F1 | — | Nov 30, 2017 | J | 1,020,000 | A | — | — | Class A Common Stock | 1,020,000 | 1,020,000 | I |
| Class B Common StockF6,F7,F8,F1 | — | Nov 30, 2017 | J | 8,500,000 | D | — | — | Class A Common Stock | 8,500,000 | 17,102,128 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 6,000 | 6,000 | D |
| Class B Common StockF9,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 1,024,538 | 1,024,538 | I |
| Class B Common StockF10,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 377,173 | 377,173 | I |
| Class B Common StockF11,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 43,800 | 43,800 | I |
| Class B Common StockF12,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 2,938,406 | 2,938,406 | 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: (i) 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 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.
- F11Shares held by the SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
- F12Shares 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.
- F2Represents the receipt of shares in the pro rata distribution described below, for no additional consideration, by Sutter Hill Management Company, L.L.C. ("SHM"), a limited partner of Sutter Hill Ventures, a California Limited Partnership ("SHV").
- F3Shares held by SHM. SHV has voting and dispositive power over the shares held by SHM, and the reporting person is a trustee of a trust which is a member of SHM. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.
- F4Represents the retention of shares by SHV, in connection with the distribution described below, for the benefit of a trust (of which the reporting person is a trustee), which is a member of the general partner of SHV.
- F5Shares held by SHV as a nominee on behalf of, and for the exclusive benefit of a trust (of which the reporting person is a trustee), which is a member 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.
- F6Effective November 30, 2017, SHV effected a pro rata distribution of 8,500,000 shares of Class B Common Stock to its limited partners and its general partner for no additional consideration, of which 6,375,000 shares were distributed to the limited partners and 2,125,000 shares, representing the general partner's interest in the distribution, were retained by SHV and are now being held by SHV as a nominee on behalf of, and for the exclusive benefit of, the members of the general partner. SHV has no pecuniary interest in such retained shares.
- F7Excludes shares of Class B Common Stock held by SHV as a nominee on behalf of, and for the exclusive benefit of, the members of the general partner of SHV.
- F8Shares 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.
- F9Shares held by Sutter Hill Associates, LLC ("SHA"). SHV has voting and dispositive power over the shares held by SHA, and the reporting person is a trustee of a trust which is a member of SHA. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest therein.