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Zevia PBC (ZVIA)

Filed: 28 Jul 21, 5:13pm
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
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OMB Number: 3235-0287
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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).
1. Name and Address of Reporting Person*
Ripley Rosemary 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
Officer (give title below) Other (specify below)
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) 1,823,762(1) D (1) 3,866,230 I See Footnotes(2)
Class A Common Stock 07/26/2021 A(1) 1,694,358 A (1) 1,694,358 I See Footnotes(2)(3)
Class B Common Stock 07/26/2021 D(4) 274,324(4) D $13.055(4) 3,591,906 I See Footnote(2)(5)
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 (6) 07/26/2021 D(1) 1,823,762 (6) (6) Class A Common Stock 1,823,762 (6) 3,866,230 I See Footnotes(2)(7)
Class B Units (6) 07/26/2021 D(4) 274,324 (6) (6) Class A Common Stock 274,324 (6) 3,591,906 I See Footnotes(2)(5)(7)
Explanation of Responses:
1. 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.
2. 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.
3. These shares are owned directly by NGEN III, which was the sole stockholder of ZLLC prior to the Merger.
4. 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).
5. 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.
6. 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.
7. 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.
Remarks:
/s/ Lorna R. Simms, Attorney-in-fact for Rosemary L. Ripley 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).
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