SEC Form 4 · accession 0001225208-17-018105
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
SUTTER HILL VENTURES
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 | 8,500,000 | D | — | — | Class A Common Stock | 8,500,000 | 17,102,128 | 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: (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.
- F2Effective November 30, 2017, Sutter Hill Ventures, a California Limited Partnership ("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.
- F3Excludes 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.