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Everpure (P) director receives 3,515 RSUs vesting fully in 2027

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Brown Andrew William Fraser reported acquisition or exercise transactions in this Form 4 filing.

Everpure, Inc. director Brown Andrew William Fraser reported an equity compensation grant and updated holdings in Class A Common Stock. He received a grant of 3,515 Restricted Stock Units (RSUs) at no cash cost, increasing his direct ownership to 32,418 shares after the award.

The RSUs represent shares to be issued when they vest. According to the terms, 100% of the RSUs vest on June 10, 2027, provided he remains in continuous service. Vesting accelerates in full immediately before a Change in Control or Corporate Transaction as defined in Everpure’s 2015 Equity Incentive Plan.

The filing also notes 1,500 shares of Class A Common Stock held indirectly by the Nicholas Brown 2021 Gift Trust. These trust-held shares are reported as indirect ownership and are separate from his directly held shares.

Positive

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Insider Brown Andrew William Fraser
Role null
Type Security Shares Price Value
Grant/Award Class A Common Stock 3,515 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 32,418 shares (Direct, null); Class A Common Stock — 1,500 shares (Indirect, By Trust)
Footnotes (1)
  1. The Restricted Stock Unit award shall be subject to accelerated vesting as follows: In the event of a Change in Control or a Corporate Transaction (each, as defined in the Issuer's 2015 Equity Incentive Plan), the shares subject to the Restricted Stock Unit award will fully vest as of immediately prior to the effective time of such Change in Control or Corporate Transaction, subject to the Reporting Person's Continuous Service on the effective date of such Change in Control or Corporate Transaction. The shares of Class A Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person. 100% of the shares subject to the Restricted Stock Unit award will vest on June 10, 2027, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan) on the vesting date, and provided that if the Reporting Person voluntarily resigns as a Director, then the shares subject to the Restricted Stock Unit award will vest as of the effective date of the resignation as to 1/365 of the shares subject to the award multiplied by the number of days of the Reporting Person's service between the date of grant and the effective date of the resignation. Shares are held by Nicholas Brown 2021 Gift Trust.
RSU grant size 3,515 shares Restricted Stock Unit award of Class A Common Stock
Grant price per share $0.0000 per share Stated price for RSU-related Class A Common Stock
Direct holdings after grant 32,418 shares Class A Common Stock held directly following RSU award
Indirect trust holdings 1,500 shares Class A Common Stock held by Nicholas Brown 2021 Gift Trust
RSU vesting date June 10, 2027 100% of RSU shares vest on this date
RSU vesting fraction on resignation 1/365 per day of service Pro rata vesting formula if director voluntarily resigns
Restricted Stock Unit financial
"The shares of Class A Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Change in Control financial
"In the event of a Change in Control or a Corporate Transaction ... the shares subject to the Restricted Stock Unit award will fully vest..."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Corporate Transaction financial
"In the event of a Change in Control or a Corporate Transaction ... the shares subject to the Restricted Stock Unit award will fully vest..."
Continuous Service financial
"subject to the Reporting Person's Continuous Service on the effective date of such Change in Control or Corporate Transaction."
2015 Equity Incentive Plan financial
"each, as defined in the Issuer's 2015 Equity Incentive Plan"
Gift Trust financial
"Shares are held by Nicholas Brown 2021 Gift Trust."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brown Andrew William Fraser
(Last)(First)(Middle)
C/O EVERPURE, INC.
2555 AUGUSTINE DRIVE
(Street)
SANTA CLARA CALIFORNIA 95054
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Everpure, Inc. [ P ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/10/2026A3,515(1)(2)A$032,418D
Class A Common Stock1,500I(3)By 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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The Restricted Stock Unit award shall be subject to accelerated vesting as follows: In the event of a Change in Control or a Corporate Transaction (each, as defined in the Issuer's 2015 Equity Incentive Plan), the shares subject to the Restricted Stock Unit award will fully vest as of immediately prior to the effective time of such Change in Control or Corporate Transaction, subject to the Reporting Person's Continuous Service on the effective date of such Change in Control or Corporate Transaction.
2. The shares of Class A Common Stock are to be acquired upon the vesting of a Restricted Stock Unit award granted to the Reporting Person. 100% of the shares subject to the Restricted Stock Unit award will vest on June 10, 2027, subject to the Reporting Person's Continuous Service (as defined in the Issuer's 2015 Equity Incentive Plan) on the vesting date, and provided that if the Reporting Person voluntarily resigns as a Director, then the shares subject to the Restricted Stock Unit award will vest as of the effective date of the resignation as to 1/365 of the shares subject to the award multiplied by the number of days of the Reporting Person's service between the date of grant and the effective date of the resignation.
3. Shares are held by Nicholas Brown 2021 Gift Trust.
Remarks:
/s/ Nicole Armstrong, attorney-in-fact06/12/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Everpure (P) report for Brown Andrew William Fraser?

Everpure reported that director Brown Andrew William Fraser received a grant of 3,515 Restricted Stock Units in Class A Common Stock. These RSUs are equity compensation rather than a cash purchase and increase his direct ownership to 32,418 shares after the award.

How many Everpure (P) shares were granted in the new RSU award and at what price?

The RSU award covers 3,515 shares of Everpure Class A Common Stock at a stated price of $0.0000 per share. This indicates a stock-based compensation grant, not an open-market purchase, and reflects typical equity incentives given to directors for their service.

When do Brown Andrew William Fraser’s Everpure (P) RSUs vest?

All 3,515 Restricted Stock Units are scheduled to vest on June 10, 2027, if he remains in Continuous Service under the 2015 Equity Incentive Plan. The award also provides for full accelerated vesting immediately before a qualifying Change in Control or Corporate Transaction.

What happens to the Everpure (P) RSUs if Brown Andrew William Fraser resigns as director?

If he voluntarily resigns, the RSUs vest on his resignation date as to 1/365 of the shares multiplied by days of service from grant to resignation. This creates prorated vesting based on actual board service rather than forfeiting the entire award.

How many Everpure (P) shares does Brown Andrew William Fraser hold directly and indirectly after the filing?

After the grant, he holds 32,418 shares of Everpure Class A Common Stock directly. The filing also reports 1,500 shares held indirectly by the Nicholas Brown 2021 Gift Trust, which are listed separately as trust-held Class A Common Stock.

How do Change in Control or Corporate Transaction events affect Everpure (P) RSU vesting?

In a Change in Control or Corporate Transaction under Everpure’s 2015 Equity Incentive Plan, all shares subject to the RSU award fully vest immediately before the effective time. This acceleration applies if Brown Andrew William Fraser remains in Continuous Service on that effective date.