Sec Form 4 Filing - Ripley Rosemary L @ Zevia PBC - 2022-10-17

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
Ripley Rosemary 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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ZEVIA PBC, 15821 VENTURA BLVD., SUITE 145
3. Date of Earliest Transaction (MM/DD/YY)
10/17/2022
(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 10/17/2022 A 16,147( 1 ) A $ 0 16,147( 2 ) D
Class A Common Stock 1,694,358( 3 ) I See Footnotes( 3 )
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
Ripley Rosemary L
C/O ZEVIA PBC
15821 VENTURA BLVD., SUITE 145
ENCINO, CA91436
X
Signatures
/s/ Lorna R. Simms, Attorney-in-fact for Rosemary L. Ripley 10/19/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units ("RSUs") granted under the Zevia PBC 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A Common Stock of the Issuer. The RSUs vest on the earlier to occur of (i) October 17, 2023 or (ii) the Issuer's 2023 annual meeting of stockholders and are settled within 30 days following such vesting date.
( 2 )Includes 16,147 RSUs. Each RSU represents the right to receive one share of Class A Common Stock of the Issuer. 16,147 RSUs vest on the earlier to occur of (i) October 17, 2023 or (ii) the Issuer's 2023 annual meeting of stockholders and are settled within 30 days following such vesting date.
( 3 )Represents securities owned directly by NGEN III, LP ("NGEN III"). 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 owned, directly or indirectly, by NGEN III. Ms. Ripley disclaims beneficial ownership of the NGEN III shares of Class A 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.

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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