SEC Form 4 · accession 0001225208-17-018499

Everpure, Inc. · P

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

Reporting owner

Stefan A Dyckerhoff

10% Owner

Period of report

Dec 7, 2017

Accepted (ET)

Dec 11, 2017 · 5:32 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001474432

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1,F2	Dec 7, 2017	C	25,407	$0.00	A	25,407	I	By Trust (Trustees)
Class A Common Stock^F3,F2	Dec 7, 2017	S	25,407	$17.0494	D	0	I	By Trust (Trustees)

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^F1,F2	—	Dec 7, 2017	C	25,407	D	—	—	Class A Common Stock	25,407	268,328	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	14,444	14,444	D
Class B Common Stock^F4,F1	—	holding	—	—	—	—	—	Class A Common Stock	1,024,538	1,024,538	I
Class B Common Stock^F5,F1	—	holding	—	—	—	—	—	Class A Common Stock	77,100	77,100	I
Class B Common Stock^F6,F1	—	holding	—	—	—	—	—	Class A Common Stock	255,000	255,000	I
Class B Common Stock^F7,F8,F1	—	holding	—	—	—	—	—	Class A Common Stock	17,102,128	17,102,128	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.
F2Shares 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.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $17.00 to $17.14, inclusive. The reporting person undertakes to provide to Pure Storage, Inc., and any security holder of Pure Storage, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F4Shares held by Sutter Hill Associates, LLC ("SHA"). Sutter Hill Ventures, a California Limited Partnership ("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.
F5Shares held by Sutter Hill Management Company, L.L.C ("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.
F6Shares 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.
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.