Sec Form 3 Filing - Spence Padraic L. @ Zevia PBC - 2021-07-21

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Spence Padraic L. 2. Issuer Name and Ticker or Trading Symbol Zevia PBC [ ZVIA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O ZEVIA PBC, 15821 VENTURA BLVD., SUITE 145 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2021 (Street) ENCINO, CA91436 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 2,400,000 ( 1 ) D Class B Common Stock 40,000 I By Green & Grand Trust I Class B Common Stock 40,000 I By Green & Grand Trust II Class B Common Stock 400,000 I By L&H Trust Class B Common Stock 1,070,848 I By Spence Family Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivativ e Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: 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 ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 40,000 I By Green & Grand Trust I Class B Units ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 40,000 I By Green & Grand Trust II Class B Units ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 400,000 I By L&H Trust Class B Units ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 1,070,848 I By Spence Family Trust Stock Option (Right to Buy) $ 0.01 ( 3 ) 12/31/2028 Class A Common Stock 240,000 D Restricted Phantom Units $ 0.01 ( 4 ) 01/01/2029 Class A Common Stock 120,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spence Padraic L. C/O ZEVIA PBC 15821 VENTURA BLVD., SUITE 145 ENCINO, CA91436 X See Remarks Signatures /s/ Lorna R. Simms, Attorney-in-fact for Padraic L. Spence 07/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 2,400,000 restricted stock units ("RSUs") received by the Reporting Person upon assumption and adjustment of 1,200,000 Restricted Common Class C Units of Zevia LLC. Each RSU represents the right to receive one share of Class A Common Stock of the Issuer. 2,200,000 RSUs will vest as follows: (i) 100% on the consummation of a change of control or (ii) in equal monthly installments over the 36-month period following the termination of the lockup period following the initial public offering of the Issuer. 200,000 RSUs will vest in full on the earliest to occur of (i) the date that is six months after the initial public offering of the Issuer (the "IPO"), (ii) the termination of the lockup period following the IPO or (iii) the consummation of a change in control of the Issuer, subject to the Reporting Person's continued service to the Issuer. ( 2 )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. ( 3 )Represents options to purchase 240,000 shares of Class A Common Stock of the Issuer received by the Reporting Person upon assumption and adjustment of 120,000 unit options of Zevia LLC. 150,000 options are vested and the remaining 90,000 options will vest in monthly installments over the next 18 months, subject to the Reporting Person's continued service to the Issuer. ( 4 )Represents 120,000 restricted phantom units received by the Reporting Person upon assumption and adjustment of 60,000 Restricted Phantom Class C Common Units of Zevia LLC. Each restricted phantom unit represents the right to receive a number of shares of Class A Common Stock of the Issuer with a fair market value equal to (i) the total number of restricted phantom units, multiplied by (ii) the difference between (x) the fair market value of a share of Class A Common Stock of the Issuer on the vesting date and (y) the exercise price per unit. The restricted phantom units vest and are settled upon the earliest to occur of (i) the date that is six months after the IPO, (ii) the date of a change of control or (iii) the liquidation of Zevia LLC.

Remarks: Chair and Chief Executive OfficerExhibit 24 - Power of Attorney

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