SEC Form 4 · accession 0001225208-18-011607

Everpure, Inc. · P

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

Reporting owner

Michael L Speiser

Director

Period of report

Jul 9, 2018

Accepted (ET)

Jul 11, 2018 · 5:24 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	Jul 9, 2018	C	377,173	$0.00	A	377,173	I	By Ltd Partnership (CHAT)
Class A Common Stock^F2	Jul 9, 2018	S	377,173	$23.38	D	0	I	By Ltd Partnership (CHAT)
Class A Common Stock^F1,F3	Jul 9, 2018	C	1,722,254	$0.00	A	1,722,254	I	By Ltd Partnership (SHV As Nominee)
Class A Common Stock^F3	Jul 9, 2018	S	1,722,254	$23.38	D	0	I	By Ltd Partnership (SHV As Nominee)
Class A Common Stock^F1,F4	Jul 9, 2018	C	2,338,406	$0.00	A	2,379,388	I	By Trust (Trustees)
Class A Common Stock^F4	Jul 9, 2018	S	2,338,406	$23.38	D	40,982	I	By Trust (Trustees)
Class A Common Stock^F5	holding	—	—		—	25,380	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	—	Jul 9, 2018	C	377,173	D	—	—	Class A Common Stock	377,173	0	I
Class B Common Stock^F1,F3	—	Jul 9, 2018	C	1,722,254	D	—	—	Class A Common Stock	1,722,254	0	I
Class B Common Stock^F1,F4	—	Jul 9, 2018	C	2,338,406	D	—	—	Class A Common Stock	2,338,406	0	I
Class B Common Stock^F1	—	holding	—	—	—	—	—	Class A Common Stock	6,000	6,000	D
Class B Common Stock^F6,F1	—	holding	—	—	—	—	—	Class A Common Stock	43,800	43,800	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 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 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.
F4Shares 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.
F5The 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.
F6Shares held by the SHV Profit Sharing Plan, a retirement trust, for the benefit of the reporting person.