Harry Margolis - Jul 21, 2021 Form 3 Insider Report for Zevia PBC (ZVIA)

Role: Chief Operating Officer
Signature: /s/ Lorna R. Simms, Attorney-in-fact for Harry Margolis
Stock symbol: ZVIA
Transactions as of: Jul 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/21/2021, 09:31 PM
Next filing: Jul 28, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ZVIA	Class A Common Stock						720K	Jul 21, 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ZVIA	Stock Option (Right to Buy)							Jul 21, 2021	Class A Common Stock	141K	$0.01	By Margolis Family Trust	F2
holding	ZVIA	Restricted Phantom Units							Jul 21, 2021	Class A Common Stock	90K	$0.01	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of 720,000 restricted stock units ("RSUs") received by the Reporting Person upon assumption and adjustment of 360,000 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. 570,000 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	Represents options to purchase 140,592 shares of Class A Common Stock of the Issuer received by the Reporting Person upon assumption and adjustment of 70,296 unit options of Zevia LLC. 73,092 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.
F3	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.

Remarks:

Exhibit 24 - Power of Attorney