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*
ROPER MARTIN F

(Last) (First) (Middle)
250 PARK AVE SOUTH
SEVENTH FLOOR

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vita Coco Company, Inc. [ COCO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2023
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
Rule 10b5-1(c) Transaction Indication

  
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.
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)
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)
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) $10.178 07/31/2023(4) A 579,670 07/31/2023(4) 09/19/2029 Common Stock 579,670 $0 579,670(4) D
Non-Qualified Stock Option (right to buy) $10.178 (5) 01/11/2031 Common Stock 40,950 40,950 D
Non-Qualified Stock Option (right to buy) $15 (6) 10/21/2031 Common Stock 298,507 298,507 D
Non-Qualified Stock Option (right to buy) $16.91 (7) 03/10/2033 Common Stock 46,875 46,875 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 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 consecutive trading days post-initial public offering. On July 31, 2023, the performance criteria were met, resulting in vesting of the option in full.
5. The stock option vests in two equal installments on January 11, 2023 and January 11, 2025.
6. The stock option vests in four equal annual installments beginning on November 27, 2022.
7. The stock option vests in four equal annual installments beginning on March 10, 2023.
By: Yolanda Goettsch, Attorney-in-Fact For: Martin Roper 08/02/2023
** 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).
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