Sec Form 3 Filing - Margolis Harry @ Zevia PBC - 2021-07-21

Insider filing report for Changes in Beneficial Ownership
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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
Margolis Harry
2. Issuer Name and Ticker or Trading Symbol
Zevia PBC [ ZVIA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(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 720,000 ( 1 ) D
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 Derivative 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
Stock Option (Right to Buy) $ 0.01 ( 2 ) 12/31/2028 Class A Common Stock 140,592 I By Margolis Family Trust
Restricted Phantom Units $ 0.01 ( 3 ) 01/01/2029 Class A Common Stock 90,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Margolis Harry
C/O ZEVIA PBC
15821 VENTURA BLVD., SUITE 145
ENCINO, CA91436
Chief Operating Officer
Signatures
/s/ Lorna R. Simms, Attorney-in-fact for Harry Margolis 07/21/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of 720,000 restricted stock units ("RSUs") received by the Reporting Person upon assumption and adjustment of 360,000 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. 570,000 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. 150,000 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 )Represents options to purchase 140,592 shares of Class A Common Stock of the Issuer received by the Reporting Person upon assumption and adjustment of 70,296 unit options of Zevia LLC. 73,092 options are vested and the remaining 67,500 options will vest in monthly installments over the next 18 months, subject to the Reporting Person's continued service to the Issuer.
( 3 )Represents 90,000 restricted phantom units received by the Reporting Person upon assumption and adjustment of 45,000 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:
Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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