Sec Form 4 Filing - Spence Padraic L. @ Zevia PBC - 2022-04-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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)
Chair, Chief Executive Officer
(Last) (First) (Middle)
C/O ZEVIA PBC, 15821 VENTURA BLVD., SUITE 145
3. Date of Earliest Transaction (MM/DD/YY)
04/25/2022
(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 04/25/2022 S( 1 ) 33,000 D $ 3.3776( 2 ) 2,526,536( 3 ) 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
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 Chair, Chief Executive Officer
Signatures
/s/ Lorna R. Simms, Attorney-in-Fact for Padraic L. Spence 04/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction reported reflects the sale of shares of Class A Common Stock in satisfaction of the Reporting Person's tax liability in connection with the settlement of 61,113 restricted stock units ("RSUs"). This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade made by the Reporting Person.
( 2 )The price reported in Column 4 is a weighted average sale price of the Issuer's Class A Common Stock. These shares were sold in multiple transactions at prices ranging from $3.30 to $3.51, inclusive. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )Includes 2,365,081 RSUs. Each RSU represents the right to receive one share of Class A Common Stock of the Issuer. 2,200,000 RSUs began vesting in 1/36 equal monthly installments on each monthly anniversary of January 17, 2022 and are settled within 30 days following each vesting date. 200,000 RSUs are vested in full, subject to deferred settlement in 1/3 increments on each of January 17, 2023, January 17, 2024, and January 17, 2025. 148,417 RSUs begin vesting in 1/4 increments on each anniversary of March 17, 2022 and are settled within 30 days following each vesting 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).

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