Zevia PBC — Director's Dealing 2021

Jul 22, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Zevia PBC (ZVIA)
CIK: 0001854139
Period of Report: 2021-07-21

Reporting Person: Gay Robert (See Remarks)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	850000	Direct
Class B Common Stock	584234	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Units	$		Class A Common Stock (584234)		Indirect
Stock Option (Right to Buy)	$0.01	2029-12-31	Class A Common Stock (180000)		Indirect
Restricted Phantom Units	$0.01	2029-01-01	Class A Common Stock (90000)		Direct

Footnotes

F1: Consists of 850,000 restricted stock units ("RSUs") received by the Reporting Person upon assumption and adjustment of 425,000 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. 700,000 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.

F2: 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.

F3: Represents options to purchase 180,000 shares of Class A Common Stock of the Issuer received by the Reporting Person upon assumption and adjustment of 90,000 unit options of Zevia LLC. 112,500 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.

F4: 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.