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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 12/1/23 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1854139 |
| Issuer Name: Zevia PBC |
| Issuer Trading Symbol: ZVIA |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1829141 |
| | Owner Name: Ripley Rosemary L |
| Reporting Owner Address: |
| | Owner Street 1: C/O ZEVIA PBC |
| | Owner Street 2: 15821 VENTURA BLVD., SUITE 135 |
| | Owner City: ENCINO |
| | Owner State: CA |
| | Owner ZIP Code: 91436 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Common Stock |
| | Transaction Date: |
| | | Value: 12/1/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,591,906 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F3 |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Transaction Date: |
| | | Value: 12/1/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,591,906 |
| Footnote ID: F4 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 5,286,264 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F3 |
| Footnote ID: F5 |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Class A Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 34,506 |
| Footnote ID: F6 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Class B Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 12/1/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: D |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,591,906 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F1 |
| | Expiration Date: |
| | | Footnote ID: F1 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Class A Common Stock |
| | | Underlying Security Shares: |
| Value: 3,591,906 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See Footnotes |
| Footnote ID: F3 |
Footnotes: |
| Footnote - F1: 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 of the Issuer is automatically cancelled. |
| Footnote - F2: Represents the number of shares that were cancelled upon the exchange of Class B Units of Zevia LLC for Class A Common Stock of the Issuer. |
| Footnote - F3: 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. |
| Footnote - F4: Represents the number of shares that were acquired upon the exchange of Class B Units of Zevia LLC for Class A Common Stock of the Issuer. |
| Footnote - F5: Of the shares of Class A Common Stock reported, 2,567,006 are held by NGEN III, 2,493,594 are held by NGEN Zevia, and 225,664 shares are held by NGEN-Mantra. |
| Footnote - F6: Includes 18,359 RSUs. Each RSU represents the right to receive one share of Class A Common Stock of the Issuer. 18,359 RSUs vest on the earlier to occur of (i) June 15, 2024 or (ii) the Issuer's 2024 annual meeting of stockholders and are settled within 30 days following such vesting date. |
Owner Signature: |
| Signature Name: /s/ Lorna R. Simms, Attorney-in-factfor Rosemary L. Ripley |
| Signature Date: 4/16/24 |