SEC Form 4 · accession 0001140361-17-036255
ALKALINE WATER Co INC · WTER
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Richard A Wright
Officer — President VP CEO COO · Director
LIFEWATER INDUSTRIES, LLC
10% Owner
Period of report
Aug 17, 2017
Accepted (ET)
Sep 22, 2017 · 7:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001532390
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF8 | Aug 25, 2017 | J | 169,572 | — | A | 169,572 | I | Lifewater Industries, LLC |
| Series A Preferred StockF1 | holding | — | — | — | 10,000,000 | D | ||
| Series C Preferred StockF5,F6 | holding | — | — | — | 1,500,000 | D | ||
| Series D Preferred StockF7 | holding | — | — | — | 1,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF9,F4,F2 | $7.50 | Aug 17, 2017 | J | 60,000 | D | Oct 9, 2013 | Oct 9, 2023 | Common | 60,000 | 0 | D |
| Stock OptionsF9,F4 | $8.25 | Aug 17, 2017 | J | 12,000 | D | May 12, 2014 | May 12, 2019 | Common | 12,000 | 0 | D |
| Stock OptionsF9,F4,F3 | $7.275 | Aug 17, 2017 | J | 60,000 | D | May 12, 2014 | May 12, 2024 | Common | 60,000 | 0 | D |
| Stock OptionsF9,F4 | $5.75 | Aug 17, 2017 | J | 16,000 | D | Feb 18, 2015 | Feb 18, 2020 | Common | 16,000 | 0 | D |
| Stock Options | $0.52 | holding | — | — | — | Jan 29, 2016 | Oct 7, 2023 | Common | 1,500,000 | 1,500,000 | D |
Explanation of responses
- F1The Series A Preferred Stock has 10 votes per share and is not convertible into shares of common stock.
- F2The stock options vest as follows: (i) 20,000 on October 9, 2013; and (ii) 10,000 per quarter until fully vested.
- F3The stock options vest as follows: (i) 30,000 on May 21, 2014 and (ii) 30,000 on November 21, 2014.
- F4Reflects a 50-1 reverse split effective as of December 29, 2015.
- F5The Series C Preferred Stock is convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of common stock at any time after (i) The Alkaline Water Company Inc. ("Alkaline Water") achieves the consolidated revenue of the company and all of its subsidiaries equal to or greater than $15,000,000 in any 12 month period, ending on the last day of any quarterly period of its fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series C Preferred Stock will be convertible as may be agreed by Alkaline Water and the holder in writing from time to time.
- F6The Series C Preferred Shares were issued in consideration for services performed by Mr. Wright pursuant to an employment agreement dated effective March 1, 2016.
- F7The Series D Preferred Stock is convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of common stock at any time after (i) Alkaline Water achieves the consolidated revenue of the company and all of its subsidiaries equal to or greater than $40,000,000 in any 12 month period, ending on the last day of any quarterly period of its fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series D Preferred Stock will be convertible as may be agreed by Alkaline Water and the holder in writing from time to time.
- F8Richard A. Wright has become the manager of Lifewater Industries, LLC and thus acquired voting and dispositive control over these shares.
- F9These stock options were cancelled without consideration on August 17, 2017 in connection with the grant of the Series D Preferred Stock to Richard A. Wright.