SEC Form 4 · accession 0001140361-18-018086
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
WIN INVESTMENTS, LLC
10% Owner
Period of report
Apr 3, 2018
Accepted (ET)
Apr 10, 2018 · 6:28 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 StockF5,F4 | Apr 3, 2018 | J | 169,572 | — | D | 0 | I | Lifewater Industries, LLC |
| Common StockF7,F6 | Apr 3, 2018 | J | 169,300 | — | D | 0 | I | WiN Investments, LLC |
| Series C Preferred StockF1,F2 | holding | — | — | — | 1,500,000 | D | ||
| Series D Preferred StockF3 | holding | — | — | — | 1,500,000 | D | ||
| Common Stock | holding | — | — | — | 700,000 | D | ||
| Common StockF4 | holding | — | — | — | 169,572 | I | Lifewater Industries, LLC | |
| Common StockF6 | holding | — | — | — | 169,300 | I | WiN Investments LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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.
- F2The Series C Preferred Shares were issued in consideration for services performed by Mr. Wright pursuant to an employment agreement dated effective March 1, 2016.
- F3The 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.
- F4Richard A. Wright has become the manager of Lifewater Industries, LLC and thus acquired voting and dispositive control over these shares.
- F5These shares of common stock were transferred pursuant to a settlement agreement (the "Settlement Agreement") involving multiple claims and allegations for breaches of various oral promises.
- F6Richard A. Wright has become the manager of WiN Investments, LLC and thus acquired voting and dispositive control over these shares.
- F750,000 of these shares of common stock were transferred pursuant to the Settlement Agreement and 119,300 of these shares of common stock were transferred to David Guarino in order to partially settle a loan in the amount of $150,000 made by Mr. Guarino to WiN Investments, LLC.