SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Spence Padraic L.

(Last)

(First)

(Middle)

C/O ZEVIA PBC

15821 VENTURA BLVD., SUITE 145

(Street)

ENCINO

91436

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/10/2022		M⁽¹⁾		120,000	A	$0.01	2,520,000	D
Class A Common Stock	02/10/2022		D⁽¹⁾		158	D	$7.64	2,519,842	D
Class A Common Stock	02/10/2022		F⁽²⁾		44,378	D	$9.38	2,475,464⁽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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Phantom Units	$0.01	02/10/2022		M⁽¹⁾			120,000	02/10/2022⁽¹⁾	01/01/2029	Class A Common Stock	120,000	$0.00	0	D

Explanation of Responses:

1. Represents 120,000 restricted phantom units that vested on January 21, 2022 and were settled on February 10, 2022. Each restricted phantom unit represented 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.

2. The transaction reported reflects the withholding of shares of Class A Common Stock in satisfaction of the Reporting Person's tax liability in connection with the settlement of the restricted phantom units.

3. Includes 2,400,000 restricted stock units ("RSUs"). Each RSU represents the right to receive one share of Class A Common Stock of the Issuer. 2,200,000 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 January 17, 2022, and 200,000 RSUs are vested in full, subject to deferred settlement in one-third increments on each of January 17, 2023, January 17, 2024, and January 17, 2025.

Remarks:

	/s/ Lorna R. Simms, Attorney-in-Fact for Padraic L. Spence	02/14/2022
	** Signature of Reporting Person	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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