SEC Form 4 · accession 0001225208-18-010267

Everpure, Inc. · P

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

Reporting owner

Michael L Speiser

Director

Period of report

Jun 4, 2018

Accepted (ET)

Jun 6, 2018 · 5:15 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 Stock^F1,F2	Jun 4, 2018	C	1,024,538	$0.00	A	1,024,538	I	By Ltd Liability Company (SHA)
Class A Common Stock^F3,F2	Jun 4, 2018	J	1,024,538	$0.00	D	0	I	By Ltd Liability Company (SHA)
Class A Common Stock^F1,F4	Jun 4, 2018	C	50,000	$0.00	A	50,000	I	By Ltd Partnership (SHV As Nominee)
Class A Common Stock^F6,F4	Jun 4, 2018	S	50,000	$22.6474	D	0	I	By Ltd Partnership (SHV As Nominee)
Class A Common Stock^F1,F4	Jun 5, 2018	C	50,000	$0.00	A	50,000	I	By Ltd Partnership (SHV As Nominee)
Class A Common Stock^F7,F4	Jun 5, 2018	S	50,000	$23.0549	D	0	I	By Ltd Partnership (SHV As Nominee)
Class A Common Stock^F1,F4	Jun 6, 2018	C	50,000	$0.00	A	50,000	I	By Ltd Partnership (SHV As Nominee)
Class A Common Stock^F8,F4	Jun 6, 2018	S	50,000	$23.4625	D	0	I	By Ltd Partnership (SHV As Nominee)
Class A Common Stock^F9,F10	Jun 4, 2018	J	40,982	$0.00	A	40,982	I	By Trust (Trustees)
Class A Common Stock^F11	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 Stock^F1,F2	—	Jun 4, 2018	C	1,024,538	D	—	—	Class A Common Stock	1,024,538	0	I
Class B Common Stock^F1,F4	—	Jun 4, 2018	C	50,000	D	—	—	Class A Common Stock	50,000	2,572,254	I
Class B Common Stock^F1,F4	—	Jun 5, 2018	C	50,000	D	—	—	Class A Common Stock	50,000	2,522,254	I
Class B Common Stock^F1,F4	—	Jun 6, 2018	C	50,000	D	—	—	Class A Common Stock	50,000	2,472,254	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	6,000	6,000	D
Class B Common Stock^F12,F1	—	holding	—	—	—	—	—	Class A Common Stock	232,226	232,226	I
Class B Common Stock^F13,F1	—	holding	—	—	—	—	—	Class A Common Stock	377,173	377,173	I
Class B Common Stock^F14,F1	—	holding	—	—	—	—	—	Class A Common Stock	43,800	43,800	I
Class B Common Stock^F10,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 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.
F11The 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.
F12Shares 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.
F13Shares 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.
F14Shares held by the SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.
F2Shares 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.
F3Represents a pro rata distribution by SHA to its members, including a trust of which the reporting person is a trustee, for no additional consideration.
F4Shares 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.
F5These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 23, 2018.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $22.30 to $22.91, 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 $22.84 to $23.26, 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 $23.24 to $23.74, 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.
F9Shares received in connection with the pro rata distribution by SHA as described in footnote (3).