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Zevia PBC (ZVIA)

Filed: 28 Jul 21, 5:09pm
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Spence Padraic L.

(Last) (First) (Middle)
C/O ZEVIA PBC
15821 VENTURA BLVD., SUITE 145

(Street)
ENCINO CA 91436

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Zevia PBC [ ZVIA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class B Common Stock 07/26/2021 D(1) 2,838 D (1) 37,162 I By Green & Grand Trust I
Class B Common Stock 07/26/2021 D(1) 2,838 D (1) 37,162 I By Green & Grand Trust II
Class B Common Stock 07/26/2021 D(1) 28,382 D (1) 371,618 I By L&H Trust
Class B Common Stock 07/26/2021 D(1) 75,982 D (1) 994,866 I By Spence Family Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) 07/26/2021 D(1) 2,838 (2) (2) Class A Common Stock 2,838 (2) 37,162 I By Green & Grand Trust I
Class B Units (2) 07/26/2021 D(1) 2,838 (2) (2) Class A Common Stock 2,838 (2) 37,162 I By Green & Grand Trust II
Class B Units (2) 07/26/2021 D(1) 28,382 (2) (2) Class A Common Stock 28,382 (2) 371,618 I By L&H Trust
Class B Units (2) 07/26/2021 D(1) 75,982 (2) (2) Class A Common Stock 75,982 (2) 994,866 I By Spence Family Trust
Stock Option (Right to Buy) $0.01 07/26/2021 D 10,290 (3) 12/31/2028 Class A Common Stock 10,290 $13.045(3) 229,710 D
Explanation of Responses:
1. Represents Class B Units of Zevia LLC and a corresponding number of shares of Class B Common Stock of the Issuer transferred by the 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).
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 10,290 vested options cancelled and cashed-out by mutual agreement of the Reporting Person and the Issuer. The Reporting Person received $13.045 per stock option and $134,233.05 total as consideration for the cancellation.
Remarks:
Chair and Chief Executive Officer
/s/ Lorna R. Simms, Attorney-in-Fact for Padraic L. Spence 07/28/2021
** 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 4 (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.