Statement of Changes in Beneficial Ownership (4)
19 5월 2023 - 7:49AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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RAUCH DAVID ERIC |
2. Issuer Name and Ticker or Trading Symbol
ALKALINE WATER Co INC
[
WTER
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
16767 N PERIMETER DRIVE, SUITE 320 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/16/2023 |
(Street)
SCOTTSDALE, AZ 85260 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | | | | | | | | 5334 (5) | I | David and Julie Rauch Trust (2) |
Common Stock | 5/16/2023 | | A | | 3333 | A | (4) | 3333 | D | |
Series E Preferred Stock (1) | | | | | | | | 100000 | I | David and Julie Rauch Trust (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Stock Options | $3.75 (5) | | | | | | | 11/16/2023 (3) | 11/16/2032 | Common | 6666 (5) | | 6666 (5) | D | |
Explanation of Responses: |
(1) | Each share of Series E Preferred Stock is convertible, after November 23, 2023, at the option of The Alkaline Water Company Inc. (the Company), into that number of units of the Company (each, a Unit) determined by dividing the stated value ($1.00 per share) of such share by $3.75. Each Unit will consist of one share of common stock and one-half of one warrant with each whole warrant entitling the holder to acquire one share of common stock at an exercise price of $4.6875 for three years following conversion. A holder may, at its option, after January 31, 2023, convert all, but no less than all, of shares of Series E Preferred Stock held by such holder into that number of Units determined by dividing the stated value of such shares by $3.75. Each share of the Series E Preferred Stock will also automatically convert, upon the occurrence of a certain fundamental transaction, into that number of Units determined by dividing the stated value of such share by $3.75. |
(2) | David Rauch and Julie Rauch are the only trustees and the only beneficiaries of the David and Julie Rauch Trust. Julie Rauch is the spouse of David Rauch. |
(3) | These options vest as follows: (i) 50% on the first year anniversary of the grant date and (ii) 50% on the second year anniversary of the grant date. |
(4) | These shares were granted as a restricted award under the 2020 Equity Incentive Plan and issued on May 16, 2023 upon vesting. |
(5) | Reflects the reverse split on the basis of 15:1 which became effective on April 5, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
RAUCH DAVID ERIC 16767 N PERIMETER DRIVE SUITE 320 SCOTTSDALE, AZ 85260 | X |
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Signatures
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/s/ David Rauch | | 5/18/2023 |
**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). |
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 control number. |
Alkaline Water (NASDAQ:WTER)
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Alkaline Water (NASDAQ:WTER)
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