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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $ 7.5 (4) | 08/17/2017 | J(9) | 60,000 | 10/09/2013(2) | 10/09/2023 | Common | 60,000 (4) | (9) | 0 | D | ||||
| Stock Options | $ 8.25 (4) | 08/17/2017 | J(9) | 12,000 | 05/12/2014 | 05/12/2019 | Common | 12,000 (4) | (9) | 0 | D | ||||
| Stock Options | $ 7.275 (4) | 08/17/2017 | J(9) | 60,000 | 05/12/2014(3) | 05/12/2024 | Common | 60,000 (4) | (9) | 0 | D | ||||
| Stock Options | $ 5.75 (4) | 08/17/2017 | J(9) | 16,000 | 02/18/2015 | 02/18/2020 | Common | 16,000 (4) | (9) | 0 | D | ||||
| Stock Options | $ 0.52 | 01/29/2016 | 10/07/2023 | Common | 1,500,000 | 1,500,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WRIGHT RICHARD A 7730 E. GREENWAY ROAD, SUITE 203 SCOTTSDALE, AZ 85260 |
X | President VP CEO COO | ||
| LIFEWATER INDUSTRIES, LLC 14301 NORTH 87 STREET, SUITE 109 SCOTTSDALE, AZ 85260 |
X | |||
| /s/ Richard A. Wright | 09/22/2017 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard A. Wright | 09/22/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Series A Preferred Stock has 10 votes per share and is not convertible into shares of common stock. |
| (2) | The stock options vest as follows: (i) 20,000 on October 9, 2013; and (ii) 10,000 per quarter until fully vested. |
| (3) | The stock options vest as follows: (i) 30,000 on May 21, 2014 and (ii) 30,000 on November 21, 2014. |
| (4) | Reflects a 50-1 reverse split effective as of December 29, 2015. |
| (5) | The Series C Preferred Stock is convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of common stock at any time after (i) The Alkaline Water Company Inc. ("Alkaline Water") achieves the consolidated revenue of the company and all of its subsidiaries equal to or greater than $15,000,000 in any 12 month period, ending on the last day of any quarterly period of its fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series C Preferred Stock will be convertible as may be agreed by Alkaline Water and the holder in writing from time to time. |
| (6) | The Series C Preferred Shares were issued in consideration for services performed by Mr. Wright pursuant to an employment agreement dated effective March 1, 2016. |
| (7) | The Series D Preferred Stock is convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of common stock at any time after (i) Alkaline Water achieves the consolidated revenue of the company and all of its subsidiaries equal to or greater than $40,000,000 in any 12 month period, ending on the last day of any quarterly period of its fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series D Preferred Stock will be convertible as may be agreed by Alkaline Water and the holder in writing from time to time. |
| (8) | Richard A. Wright has become the manager of Lifewater Industries, LLC and thus acquired voting and dispositive control over these shares. |
| (9) | These stock options were cancelled without consideration on August 17, 2017 in connection with the grant of the Series D Preferred Stock to Richard A. Wright. |