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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vita Coco Company, Inc. [ COCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/10/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 435,435 | D | ||||||||
Common Stock | 434,525 | I | by Chris Roper FT(1) | |||||||
Common Stock | 434,525 | I | by Peter Roper FT(2) | |||||||
Common Stock | 100,000 | I | by Spouse | |||||||
Common Stock | 434,525 | I | by Thomas Roper FT(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (right to buy) | $16.91 | 03/10/2023 | A | 46,875 | (4) | 03/10/2033 | Common Stock | 46,875 | $0.0 | 46,875 | D | ||||
Non-Qualified Stock Option (right to buy) | $10.178 | (5) | 09/19/2029 | Common Stock | 579,670 | 579,670 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $10.178 | (6) | 01/11/2031 | Common Stock | 40,950 | 40,950 | D | ||||||||
Non-Qualified Stock Option (right to buy) | $15 | (7) | 10/21/2031 | Common Stock | 298,507 | 298,507 | D |
Explanation of Responses: |
1. These shares are held by the Christopher G. Roper Exempt Family Trust. |
2. These shares are held by the Peter S. Roper Exempt Family Trust. |
3. These shares are held by the Thomas L. Roper Exempt Family Trust. |
4. The Reporting Person was granted stock options that will vest in four annual equal installments on each anniversary of the grant date provided that the Reporting Person remains in continuous service on each vesting date. |
5. The stock option vests upon certain events, including (i) an initial public offering and (ii) (a) if the equity value of the Issuer (defined as enterprise value less net debt) is equal to or greater than $1 billion USD at the time of the initial public offering, or (b) the total market cap of the Issuer (defined as total Issuer shares outstanding multiplied by trading price) is equal to or greater than $1 billion USD for a period of at least ninety days post-initial public offering. |
6. The stock option vests in two equal installments on January 11, 2023 and January 11, 2025. |
7. The stock option vests in four equal annual installments beginning on November 27, 2022. |
By: Yolanda Goettsch, Attorney-in-Fact For: Martin Roper | 03/14/2023 | |
** 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 Number. |