| 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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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Zevia PBC [ ZVIA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 A Common Stock | 152,961(1) | D | ||||||||
| Class A Common Stock | 12/05/2024 | 12/05/2024 | S | 2,567,006(2) | D | $1.8996(3) | 2,719,258(4) | I | See Footnotes(2)(4) | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Includes 118,455 RSUs. Each RSU represents the right to receive one share of Class A Common Stock of the Issuer. 118,455 RSUs vest on the earlier to occur of (i) June 12, 2025 or (ii) the Issuer's 2025 annual meeting of stockholders and are settled within 30 days following such vesting date. |
| 2. Represents securities owned directly by NGEN III, LP ("NGEN III"). 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 owned, directly or indirectly, by NGEN III. Ms. Ripley disclaims beneficial ownership of the shares of Class A 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. NGEN III sold 2,567,006 shares of restricted Class A Common Stock in a private block trade at a price of $1.8996 per share as determined by the 20-day Volume Weighted Average Price ("VWAP") as of the market close on December 02, 2024. The transfer was effected on or about December 5, 2024. |
| 4. Represents securities owned directly by 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 owned, directly or indirectly, by NGEN Zevia and NGEN-Mantra. Ms. Ripley disclaims beneficial ownership of the shares of Class A 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. Of the shares of Class A Common Stock reported 2,493,594 are held by NGEN Zevia SPV, LLC and 225,664 shares are held by NGEN-Mantra Holdings LLC. |
| /s/ Lorna R. Simms, Attorney-in-Fact for Rosemary L. Ripley | 12/09/2024 | |
| ** 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. | ||
