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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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
ALKALINE WATER Co INC [ WTER ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/23/2022 | ||||||||||||||||||||||||||
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 | ||||||
Common Stock | 11/23/2022 | P | 80,000 | A | $0.25(1) | 80,000 | I | David and Julie Rauch Trust(3) | ||
Series E Preferred Stock(2) | 11/23/2022 | P | 100,000 | A | $1 | 100,000 | I | David and Julie Rauch Trust(3) |
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 | ||||||||
Stock Options | $0.25 | 11/16/2022(4) | 11/16/2032 | Common | 100,000 | 100,000 | D |
Explanation of Responses: |
1. These shares are issued at a deemed price of $0.25 in consideration for the execution of a subscription agreement for the purchase of the Series E Preferred Stock. |
2. Each share of Series E Preferred Stock is convertible, after November 23, 2023, at the option of The Alkaline Water Company Inc. (the "Company"), into that number of units of the Company (each, a "Unit") determined by dividing the stated value ($1.00 per share) of such share by $0.25. Each Unit will consist of one share of common stock and one-half of one warrant with each whole warrant entitling the holder to acquire one share of common stock at an exercise price of $0.3125 for three years following conversion. A holder may, at its option, after January 31, 2023, convert all, but no less than all, of shares of Series E Preferred Stock held by such holder into that number of Units determined by dividing the stated value of such shares by $0.25. Each share of the Series E Preferred Stock will also automatically convert, upon the occurrence of a certain fundamental transaction, into that number of Units determined by dividing the stated value of such share by $0.25. |
3. David Rauch and Julie Rauch are the only trustees and the only beneficiaries of the David and Julie Rauch Trust. Julie Rauch is the spouse of David Rauch. |
4. These options vest as follows: (i) 50% on the first year anniversary of the grant date and (ii) 50% on the second year anniversary of the grant date. |
/s/ David Rauch | 11/25/2022 | |
** 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. |