| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
Zevia PBC (Name of Issuer) |
Class A Common Stock, $0.001 par value per share (Title of Class of Securities) |
98955K104 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 98955K104 |
| 1 | Names of Reporting Persons White Pine LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization WASHINGTON | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,838,288.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Note to Items 6, 8, and 9: This amount reflects 1,382,350 shares of Class A common stock, $0.001 par value per share (the "Class A Shares"), of Zevia PBC (the "Issuer"), 3,455,938 Class B units of Zevia LLC (the "Class B Units"), a subsidiary of the Issuer, and an equal number of shares of Class B common stock, $0.001 par value per share, of the Issuer (the "Class B Shares") for each Class B Unit held, all of which are directly and beneficially owned by White Pine LLC, a Washington limited liability company ("White Pine"), as of December 31, 2024. Each Class B Unit may be exchanged for one share of the Issuer's Class A common stock, or, at the Issuer's election, cash. Upon such exchange (or redemption for cash), the corresponding Class B Share is automatically retired. The aggregate number of Class B Shares beneficially owned by the Reporting Person are treated as converted into Class A common stock solely for the purpose of computing the percentage ownership of the Reporting Person.
Note to Item 11: Based on the quotient obtained by dividing (a) 4,838,288, the sum of the Class A Shares and the Class B Shares beneficially owned by the Reporting Person as set forth in Row 9, by (b) the sum of (i) 59,912,868 shares of Class A common stock issued and outstanding as of November 1, 2024, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024 (the "Form 10-Q"), and (ii) 3,455,938 Class B Shares beneficially owned by the Reporting Person. Taking into account the 13,101,213 shares of Class B Common Stock issued and outstanding as of November 1, 2024, as disclosed in the Form 10-Q, White Pine beneficially owns approximately 6.6% of the Issuer's issued and outstanding capital stock.
SCHEDULE 13G |
| CUSIP No. | 98955K104 |
| 1 | Names of Reporting Persons Laird Norton Company LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NEVADA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,838,288.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Note to Items 6, 8, and 9: This amount reflects 1,382,350 shares of Class A common stock, $0.001 par value per share (the "Class A Shares"), of Zevia PBC (the "Issuer"), 3,455,938 Class B units of Zevia LLC (the "Class B Units"), a subsidiary of the Issuer, and an equal number of shares of Class B common stock, $0.001 par value per share, of the Issuer (the "Class B Shares") for each Class B Unit held, all of which are directly and beneficially owned by White Pine LLC, a Washington limited liability company ("White Pine"), and which may be deemed to be owned by Laird Norton Compay LLC, as of December 31, 2024. Each Class B Unit may be exchanged for one share of the Issuer's Class A common stock, or, at the Issuer's election, cash. Upon such exchange (or redemption for cash), the corresponding Class B Share is automatically retired. The aggregate number of Class B Shares beneficially owned by the Reporting Person are treated as converted into Class A common stock solely for the purpose of computing the percentage ownership of the Reporting Person.
Note to Item 11: Based on the quotient obtained by dividing (a) 4,838,288, the sum of the Class A Shares and the Class B Shares beneficially owned by the Reporting Person as set forth in Row 9, by (b) the sum of (i) 59,912,868 shares of Class A common stock issued and outstanding as of November 1, 2024, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 6, 2024 (the "Form 10-Q"), and (ii) 3,455,938 Class B Shares beneficially owned by the Reporting Person. Taking into account the 13,101,213 shares of Class B Common Stock issued and outstanding as of November 1, 2024, as disclosed in the Form 10-Q, White Pine beneficially owns approximately 6.6% of the Issuer's issued and outstanding capital stock.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Zevia PBC | |
| (b) | Address of issuer's principal executive
offices: 15821 Ventura Blvd., Suite 135, Encino, California, 91436 | |
| Item 2. | ||
| (a) | Name of person filing: This statement on Schedule 13G (this "Statement") is being filed by White Pine LLC ("White Pine") and Laird Norton Company LLC ("LNC"). White Pine is an indirect, wholly owned subsidiary of LNC. White Pine and LNC are filing this Statement jointly pursuant to a Joint Filing Agreement incorporated by reference herein in accordance with Rule 13d-1(k)(1) under the Act. | |
| (b) | Address or principal business office or, if
none, residence: The principal business offices of White Pine and LNC are located at 801 Second Avenue, Suite 1700, Seattle, Washington 98104. | |
| (c) | Citizenship: White Pine is a Washington limited liability company. LNC is a Nevada limited liability company. | |
| (d) | Title of class of securities: Class A Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.: 98955K104 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to White Pine and LNC is hereby incorporated by reference herein. | |
| (b) | Percent of class: 7.6 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to White Pine and LNC is hereby incorporated by reference herein. | ||
| (ii) Shared power to vote or to direct the
vote: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to White Pine and LNC is hereby incorporated by reference herein. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to White Pine and LNC is hereby incorporated by reference herein. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to White Pine and LNC is hereby incorporated by reference herein. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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