Statement of Changes in Beneficial Ownership (4)
September 22 2021 - 3:48PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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NORTHWOOD VENTURES LLC |
2. Issuer Name and Ticker or Trading Symbol
Zevia PBC
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ZVIA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
11450 DIXIE HIGHWAY, SUITE 101 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/26/2021 |
(Street)
HOBE SOUND, FL 33455
(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)
_X
_ Form filed by One Reporting Person
___ 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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Class B Common Stock (1)(2) | 7/26/2021 | | J(3) | | 347082 | D | (3) | 4544570 | D | |
Class B Common Stock (1)(4) | 7/26/2021 | | J(3) | | 61250 | D | (3) | 801982 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class B Units (2) | (5) | 7/26/2021 | | J (3) | | | 347082 | (5) | (5) | Class A Common Stock | 347082 | (5) | 4544570 | D | |
Class B Units (4) | (5) | 7/26/2021 | | J (3) | | | 61250 | (5) | (5) | Class A Common Stock | 61250 | (5) | 801982 | D | |
Explanation of Responses: |
(1) | This Form 4 is filed jointly by Northwood Ventures LLC ("Ventures") and Northwood Capital Partners LLC ("CP"). Ventures and CP may be deemed to be members of a "group". |
(2) | Information for Ventures. |
(3) | Represents Class B Units of Zevia LLC and a corresponding number of shares of Class B Common Stock of the Issuer transferred by the respective Reporting Person to the Issuer in connection with the closing of the Issuer's initial public offering ("IPO") at a price of $13.055 (the per-share price paid by the underwriters for shares of the Class A Common Stock in the IPO). |
(4) | Information for CP. |
(5) | 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, or, at the Issuer's election, cash. Upon exchange of a Class B Unit (or redemption for cash), the corresponding share of Class B Common Stock will be automatically cancelled. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
NORTHWOOD VENTURES LLC 11450 DIXIE HIGHWAY, SUITE 101 HOBE SOUND, FL 33455 |
| X |
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Signatures
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/s/ Peter G. Schiff, Managing Partner | | 9/22/2021 |
**Signature of Reporting Person | Date |
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