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Zevia PBC (ZVIA)

Filed: 28 Jul 21, 5:15pm
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*
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC

(Last) (First) (Middle)
1000 PLACE JEAN-PAUL RIOPELLE

(Street)
MONTREAL A8 H2Z 2B3

(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)
Director X 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)
Form filed by One Reporting Person
X 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 J(1) 23,703,986(2) D (1) 0 I By Zip Holding Inc.(2)
Class A Common Stock 07/26/2021 J(1) 22,022,092 A (1) 22,022,092 I By CDP Investissements Inc.(2)
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 (3) 07/26/2021 J(1) 23,703,986 (3) (3) Class A Common Stock 23,703,986 (1) 0 I By Zip Holding Inc.(2)
1. Name and Address of Reporting Person*
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC

(Last) (First) (Middle)
1000 PLACE JEAN-PAUL RIOPELLE

(Street)
MONTREAL A8 H2Z 2B3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CDP Investissements Inc.

(Last) (First) (Middle)
A12-1000 PLACE JEAN-PAUL RIOPELLE

(Street)
MONTREAL A8 H2Z 2B3

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to an Agreement and Plan of Merger , among Zevia PBC (the "Issuer"), Zip Holding Inc. and other parties thereto, Zip Holding Inc. merged with and into the Issuer. As a result of the merger, all 23,703,986 shares of the Issuer's Class B Common Stock and 23,703,986 Class B units of Zevia LLC held by Zip Holding Inc. came to represent 22,022,092 shares of Class A Common Stock and $21,957,126.17 in cash. As a result, Zip Holding Inc. ceased to be a reporting person with respect to the Issuer's securities.
2. Prior to the merger, Zip Holding Inc. was a wholly-owned subsidiary of CDP Investissements Inc., which is a wholly-owned subsidiary of Caisse De Depot Et Placement Du Quebec, as a result of which each of them might be deemed the beneficial owner of securities held by Zip Holding Inc.
3. 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.
Caisse de Depot et Placement du Quebec, By: /s/ Soulef Hadjoudj, Authorized Signatory 07/28/2021
CDP Investissments Inc., By: /s/ Soulef Hadjoudj, Authorized Signatory 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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