SEC Form 4 · accession 0001225208-18-009786
Everpure, Inc. · P
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael L Speiser
Director
Period of report
May 21, 2018
Accepted (ET)
May 23, 2018 · 5:34 pm EDT
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 StockF1,F2 | May 21, 2018 | C | 50,000 | $0.00 | A | 50,000 | I | By Ltd Partnership (SHV As Nominee) |
| Class A Common StockF4,F2 | May 21, 2018 | S | 50,000 | $23.5772 | D | 0 | I | By Ltd Partnership (SHV As Nominee) |
| Class A Common StockF1,F2 | May 22, 2018 | C | 50,000 | $0.00 | A | 50,000 | I | By Ltd Partnership (SHV As Nominee) |
| Class A Common StockF5,F2 | May 22, 2018 | S | 1,950 | $23.5028 | D | 48,050 | I | By Ltd Partnership (SHV As Nominee) |
| Class A Common StockF6,F2 | May 22, 2018 | S | 4,600 | $22.6635 | D | 43,450 | I | By Ltd Partnership (SHV As Nominee) |
| Class A Common StockF7,F2 | May 22, 2018 | S | 43,450 | $22.0014 | D | 0 | I | By Ltd Partnership (SHV As Nominee) |
| Class A Common StockF1,F2 | May 23, 2018 | C | 50,000 | $0.00 | A | 50,000 | I | By Ltd Partnership (SHV As Nominee) |
| Class A Common StockF8,F2 | May 23, 2018 | S | 50,000 | $21.6985 | D | 0 | I | By Ltd Partnership (SHV As Nominee) |
| Class A Common StockF9 | holding | — | — | — | 15,601 | D |
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 StockF1,F2 | — | May 21, 2018 | C | 50,000 | D | — | — | Class A Common Stock | 50,000 | 2,722,254 | I |
| Class B Common StockF1,F2 | — | May 22, 2018 | C | 50,000 | D | — | — | Class A Common Stock | 50,000 | 2,672,254 | I |
| Class B Common StockF1,F2 | — | May 23, 2018 | C | 50,000 | D | — | — | Class A Common Stock | 50,000 | 2,622,254 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock | 6,000 | 6,000 | D |
| Class B Common StockF10,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 1,024,538 | 1,024,538 | I |
| Class B Common StockF11,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 232,226 | 232,226 | I |
| Class B Common StockF12,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 377,173 | 377,173 | I |
| Class B Common StockF13,F1 | — | holding | — | — | — | — | — | Class A Common Stock | 43,800 | 43,800 | I |
| Class B Common StockF14,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 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.
- F11Shares 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.
- F12Shares 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.
- F13Shares held by the SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
- F14Shares 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.
- F2Shares held by Sutter Hill Ventures, a California Limited Partnership ("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.
- F3These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 23, 2018.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $23.33 to $24.25, 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $23.35 to $23.86, 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.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $22.33 to $23.28, 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.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $21.32 to $22.30, 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.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $21.32 to $22.10, 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.
- F9The reporting person shares pecuniary interest in these shares with other individuals pursuant to a contractual relationship. The reporting person disclaims beneficial ownership in these shares except as to the reporting person's pecuniary interest in these shares.