SEC Form 4 · accession 0001225208-18-000984

Everpure, Inc. · P

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

Reporting owner

James N White

10% Owner

Period of report

Jan 11, 2018

Accepted (ET)

Jan 12, 2018 · 6:33 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	Jan 11, 2018	C	15,900	$0.00	A	65,900	I	By Ltd Partnership (ROSE)
Class A Common Stock^F2	Jan 11, 2018	S	15,900	$16.60	D	50,000	I	By Ltd Partnership (ROSE)
Class A Common Stock^F1,F3	Jan 11, 2018	C	79,223	$0.00	A	79,223	I	By Trust (Trustees)
Class A Common Stock^F4,F3	Jan 11, 2018	S	79,223	$16.6182	D	0	I	By Trust (Trustees)
Class A Common Stock^F5	holding	—	—		—	4,800	I	By Child (AEW)
Class A Common Stock^F5	holding	—	—		—	3,700	I	By Child (BSW)
Class A Common Stock^F5	holding	—	—		—	3,300	I	By Child (BTW)
Class A Common Stock^F5	holding	—	—		—	4,200	I	By Child (WOW)

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	—	Jan 11, 2018	C	15,900	D	—	—	Class A Common Stock	15,900	474,866	I
Class B Common Stock^F1,F3	—	Jan 11, 2018	C	79,223	D	—	—	Class A Common Stock	79,223	1,282,150	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	70,986	70,986	D
Class B Common Stock^F5,F1	—	holding	—	—	—	—	—	Class A Common Stock	197,730	197,730	I
Class B Common Stock^F6,F1	—	holding	—	—	—	—	—	Class A Common Stock	14,420	14,420	I
Class B Common Stock^F7,F1	—	holding	—	—	—	—	—	Class A Common Stock	154,498	154,498	I
Class B Common Stock^F8,F1	—	holding	—	—	—	—	—	Class A Common Stock	1,024,538	1,024,538	I
Class B Common Stock^F9,F1	—	holding	—	—	—	—	—	Class A Common Stock	77,100	77,100	I
Class B Common Stock^F10,F1	—	holding	—	—	—	—	—	Class A Common Stock	106,250	106,250	I
Class B Common Stock^F11,F12,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.
F10Shares 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.
F11Excludes 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.
F12Shares 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.
F2Shares 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.
F3Shares 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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $16.60 to $16.65, 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.
F5Shares held by the reporting person's children. The reporting person disclaims any beneficial ownership in these shares.
F6Shares held by a trust for the benefit of the reporting person of which the reporting person is the sole trustee.
F7Shares held by an irrevocable trust for the benefit of the reporting person's children, of which the reporting person is a trustee. The reporting person disclaims any beneficial ownership in these shares.
F8Shares 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.
F9Shares 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.