| 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
ALKALINE WATER Co INC [ WTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2015 | ||||||||||||||||||||||||||
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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 | 430,000(6) | I | WiN Investments, LLC(1) | |||||||
| Common Stock(6) | 376,000(6) | I | Lifewater Industries, LLC(2) | |||||||
| Common Stock | 12/10/2015 | J(7) | 30,000(6) | D | (7) | 346,000(6) | I | Lifewater Industries, LLC(2) | ||
| Series A Preferred Stock(3) | 10,000,000 | D | ||||||||
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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 | ||||||||
| Stock Options | $7.5(6) | 10/09/2013(4) | 10/09/2023 | Common | 60,000(6) | 60,000(6) | D | ||||||||
| Stock Options | $8.25(6) | 05/12/2014 | 05/12/2019 | Common | 12,000(6) | 72,000(6) | D | ||||||||
| Stock Options | $7.275(6) | 05/21/2014(5) | 05/21/2024 | Common | 60,000(6) | 132,000(6) | D | ||||||||
| Stock Options | $5.75(6) | 02/18/2015 | 02/18/2020 | Common | 16,000(6) | 148,000(6) | D | ||||||||
| Stock Options | $0.52 | 01/29/2016 | A | 1,500,000 | 01/29/2016 | 10/07/2023 | Common | 1,500,000 | $0.52 | 1,648,000 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Steven P. Nickolas is the manager of WiN Investments, LLC and holds voting and dispositive control over these shares. |
| 2. Steven P. Nickolas is the manager of Lifewater Industries, LLC and holds voting and dispositive control over these shares. |
| 3. The Series A Preferred Stock has 10 votes per share and is not convertible into shares of common stock. |
| 4. The stock options vest as follows: (i) 20,000 on October 9, 2013; and (ii) 10,000 per quarter until fully vested. |
| 5. The stock options vest as follows: (I) 30,000 on May 21, 2014 and (ii) 30,000 on November 21, 2014. |
| 6. Reflects a 50-1 reverse split effective as of December 29, 2015. |
| 7. Pursuant to a loan agreement dated February 26, 2015, Byrne United S.A. ("Byrne") loaned Lifewater Industries, LLC ("Lifewater") $300,000 which loan was due and payable 60 days after such advance and was secured by the pledge of the 30,000 shares of common stock pursuant to a stock pledge agreement dated February 26, 2015. The pledge of the shares was bona-fide and as security for the repayment of the loan. After Lifewater defaulted on repayment of the loan, Byrne provided Lifewater with ten days written notice of the default and, after the expiry of such period, foreclosed on the shares pursuant to the stock pledge agreement. The effective date of the transfer of shares was December 10, 2015. |
| Remarks: |
| /s/ Steven P. Nickolas | 02/02/2016 | |
| ** 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. | ||