Statement of Changes in Beneficial Ownership (4)
November 13 2017 - 5:38PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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WRIGHT RICHARD A
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2. Issuer Name
and
Ticker or Trading Symbol
ALKALINE WATER Co INC
[
WTER
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President VP CEO COO
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(Last)
(First)
(Middle)
1826 E. LAKECREST DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/1/2017
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(Street)
GILBERT, AZ 85234
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series A Preferred Stock
(1)
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10000000
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D
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Series A Preferred Stock
(1)
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11/8/2017
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J
(6)
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10000000
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D
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(6)
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0
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D
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Series C Preferred Stock
(2)
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1500000
(3)
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D
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Series D Preferred Stock
(4)
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1000000
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D
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Series D Preferred Stock
(4)
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11/9/2017
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J
(6)
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300000
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A
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(6)
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1300000
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D
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Series D Preferred Stock
(4)
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11/9/2017
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J
(7)
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200000
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A
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(7)
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1500000
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D
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Common Stock
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11/9/2017
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J
(6)
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700000
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A
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(6)
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700000
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D
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Common Stock
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169572
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I
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Lifewater Industries, LLC
(5)
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Common Stock
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11/1/2017
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J
(8)
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169300
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A
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(8)
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169300
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I
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WiN Investments LLC
(8)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
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$0.52
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11/8/2017
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J
(7)
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1500000
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1/29/2016
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10/7/2023
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Common
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1500000
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(7)
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0
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D
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Explanation of Responses:
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(1)
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The Series A Preferred Stock has 10 votes per share and is not convertible into shares of common stock.
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(2)
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The 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.
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(3)
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The Series C Preferred Shares were issued in consideration for services performed by Mr. Wright pursuant to an employment agreement dated effective March 1, 2016.
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(4)
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The 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.
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(5)
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Richard A. Wright has become the manager of Lifewater Industries, LLC and thus acquired voting and dispositive control over these shares.
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(6)
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Pursuant to an Exchange Agreement and Mutual Release of Claims dated November 8, 2017, between Alkaline Water and Richard A. Wright, Richard A. Wright acquired 700,000 shares of common stock of Alkaline Water and 300,000 shares of Series D Preferred Stock of Alkaline Water in exchange for Mr. Wright's 10,000,000 shares of Series A Preferred Stock of Alkaline Water.
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(7)
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Pursuant to the Stock Option Forfeiture & General Release dated November 8, 2017 executed by Richard A. Wright and Sharon Wright, Mr. Wright's spouse, Richard A. Wright acquired 200,000 shares of Series D Preferred Stock of Alkaline Water in exchange for forfeiting, terminating and cancelling Mr. Wright's stock options to purchase 1,500,000 shares of common stock of Alkaline Water at an exercise price of $0.52 per share, effective as of November 8, 2017.
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(8)
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Richard A. Wright has become the manager of WiN Investments, LLC and thus acquired voting and dispositive control over these shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WRIGHT RICHARD A
1826 E. LAKECREST DRIVE
GILBERT, AZ 85234
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X
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President VP CEO COO
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LIFEWATER INDUSTRIES, LLC
14301 NORTH 87 STREET, SUITE 109
SCOTTSDALE, AZ 85260
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X
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WIN INVESTMENTS, LLC
14301 NORTH 87 STREET SUITE 109
SCOTTSDALE, AZ 85260
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X
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Signatures
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/s/ Richard A. Wright
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11/13/2017
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**
Signature of Reporting Person
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Date
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/s/ Richard A. Wright
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11/13/2017
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**
Signature of Reporting Person
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Date
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/s/ Richard Wright
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11/13/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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