FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/21/2021 |
3. Issuer Name and Ticker or Trading Symbol
Zevia PBC [ ZVIA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 75,000(1) | D | |
Class B Common Stock | 37,358 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Units | (2) | (2) | Class A Common Stock | 37,358 | (2) | D | |
Stock Option (Right to Buy) | (3) | 05/06/2028 | Class A Common Stock | 4,376 | $0.06 | D | |
Stock Option (Right to Buy) | (4) | 05/06/2028 | Class A Common Stock | 4,376 | $0.03 | D | |
Stock Option (Right to Buy) | (5) | 05/06/2028 | Class A Common Stock | 4,376 | $0.01 | D | |
Stock Option (Right to Buy) | (6) | 12/31/2029 | Class A Common Stock | 30,000 | $2.78 | D |
Explanation of Responses: |
1. Consists of 75,000 restricted stock units ("RSUs") received by the Reporting Person upon assumption and adjustment of 37,500 Restricted Common Class C Units of Zevia LLC. Each RSU represents the right to receive one share of Class A Common Stock of the Issuer. The RSUs will vest in full on the earliest to occur of (i) the date that is six months after the initial public offering of the Issuer (the "IPO"), (ii) the termination of the lockup period following the IPO or (iii) the consummation of a change in control of the Issuer, subject to the Reporting Person's continued service to the Issuer. |
2. The Class B Units of Zevia LLC are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A Common Stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock will be automatically cancelled. |
3. Represents options to purchase 4,376 shares of Class A Common Stock of the Issuer received by the Reporting Person upon assumption and adjustment of 2,188 unit options of Zevia LLC. 2,292 options are vested and the remaining 2,084 options will vest in monthly installments over the next 10 months, subject to the Reporting Person's continued service to the Issuer. |
4. Represents options to purchase 4,376 shares of Class A Common Stock of the Issuer received by the Reporting Person upon assumption and adjustment of 2,188 unit options of Zevia LLC. 2,292 options are vested and the remaining 2,084 options will vest in monthly installments over the next 10 months, subject to the Reporting Person's continued service to the Issuer. |
5. Represents options to purchase 4,376 shares of Class A Common Stock of the Issuer received by the Reporting Person upon assumption and adjustment of 2,188 unit options of Zevia LLC. 2,292 options are vested and the remaining 2,084 options will vest in monthly installments over the next 10 months, subject to the Reporting Person's continued service to the Issuer. |
6. Represents options to purchase 30,000 shares of Class A Common Stock of the Issuer received by the Reporting Person upon assumption and adjustment of 15,000 unit options of Zevia LLC. 11,250 options are vested and the remaining 18,750 options will vest in monthly installments over the next 30 months, subject to the Reporting Person's continued service to the Issuer. |
Remarks: |
Chief Financial Officer and Senior Vice President Exhibit 24 - Power of Attorney |
/s/ Lorna R. Simms, Attorney-in-fact for William D. Beech | 07/21/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |