4//SEC Filing
Ripley Rosemary L 4
Accession 0000899243-21-030378
CIK 0001854139other
Filed
Jul 27, 8:00 PM ET
Accepted
Jul 28, 5:13 PM ET
Size
16.3 KB
Accession
0000899243-21-030378
Insider Transaction Report
Form 4
Zevia PBCZVIA
Ripley Rosemary L
Director
Transactions
- Award
Class A Common Stock
2021-07-26+1,694,358→ 1,694,358 total(indirect: See Footnotes) - Disposition to Issuer
Class B Common Stock
2021-07-26−1,823,762→ 3,866,230 total(indirect: See Footnotes) - Disposition to Issuer
Class B Units
2021-07-26−274,324→ 3,591,906 total(indirect: See Footnotes)→ Class A Common Stock (274,324 underlying) - Disposition to Issuer
Class B Common Stock
2021-07-26$13.05/sh−274,324$3,581,300→ 3,591,906 total(indirect: See Footnote) - Disposition to Issuer
Class B Units
2021-07-26−1,823,762→ 3,866,230 total(indirect: See Footnotes)→ Class A Common Stock (1,823,762 underlying)
Footnotes (7)
- [F1]Pursuant to an Agreement and Plan of Merger, among Zevia PBC (the "Issuer"), NGEN ZLLC Investment Corp. ("ZLLC") and other parties thereto, ZLLC merged with and into the Issuer (the "Merger"). As a result of the Merger, all 1,823,762 shares of the Issuer's Class B Common Stock and 1,823,762 Class B Units of Zevia LLC held by ZLLC came to represent (i) 1,694,358 shares of Class A Common Stock and (ii) $1,689,369.22 in cash.
- [F2]Represents securities owned directly by NGEN III, LP ("NGEN III"), NGEN Zevia SPV, LLC ("NGEN Zevia") and NGEN-Mantra Holdings LLC ("NGEN-Mantra"). Ms. Ripley directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the shares of Class A Common Stock and Class B Common Stock owned, directly or indirectly, by NGEN III, NGEN Zevia and NGEN-Mantra. Ms. Ripley disclaims beneficial ownership of the shares of Class A Common Stock and Class B Common Stock reported herein except to the extent of her pecuniary interest therein and this report shall not be deemed an admission that she is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [F3]These shares are owned directly by NGEN III, which was the sole stockholder of ZLLC prior to the Merger.
- [F4]In connection with the closing of the Issuer's initial public offering (the "IPO"), (i) NGEN III transferred 75,264 Class B Units and a corresponding number of shares of the Issuer's Class B Common Stock to the Issuer and (ii) NGEN Zevia transferred 199,060 Class B Units and a corresponding number of shares of the Issuer's Class B Common Stock to the Issuer, each at a per-share/unit price of $13.055 (the per-share price paid by the underwriters for shares of Class A Common Stock in the IPO).
- [F5]Of the shares of Class B Common Stock and Class B Units reported, 872,648 are held by NGEN III, 2,493,594 are held by NGEN Zevia, and 225,664 shares are held by NGEN-Mantra.
- [F6]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.
- [F7]The Reporting Person's Form 3 filed on July 21, 2021 incorrectly reported Class B Units as directly held. The Class B Units reported as directly held on that Form 4 should have been reported as indirectly held as follows: 1,823,762 held by ZLLC, 947,912 held by NGEN III, 2,692,654 held by NGEN Zevia, and 225,664 shares held by NGEN-Mantra.
Documents
Issuer
Zevia PBC
CIK 0001854139
Entity typeother
Related Parties
1- filerCIK 0001829141
Filing Metadata
- Form type
- 4
- Filed
- Jul 27, 8:00 PM ET
- Accepted
- Jul 28, 5:13 PM ET
- Size
- 16.3 KB