FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Spence Padraic L.
2. Issuer Name and Ticker or Trading Symbol

Zevia PBC [ ZVIA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ZEVIA PBC, 15821 VENTURA BLVD., SUITE 145
3. Date of Earliest Transaction (MM/DD/YYYY)

8/18/2022
(Street)

ENCINO, CA 91436
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock 8/18/2022  S(1)  33131 D$4.8541 (2)2397868 (3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The transaction reported reflects the sale of shares of Class A Common Stock in satisfaction of the Reporting Person's tax liability in connection with the settlement of 61,112 restricted stock units ("RSUs"). This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade made by the Reporting Person.
(2) The price reported in Column 4 is a weighted average sale price of the Issuer's Class A Common Stock. These shares were sold in multiple transactions at prices ranging from $4.71 to $5.00, inclusive. The Reporting Person undertakes to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) Includes 2,120,633 RSUs. Each RSU represents the right to receive one share of Class A Common Stock of the Issuer. 2,200,000 RSUs began vesting in 1/36 equal monthly installments on each monthly anniversary of January 17, 2022 and are settled within 30 days following each vesting date. 200,000 RSUs are vested in full, subject to deferred settlement in 1/3 increments on each of January 17, 2023, January 17, 2024, and January 17, 2025. 148,417 RSUs begin vesting in 1/4 increments on each anniversary of March 17, 2022 and are settled within 30 days following each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Spence Padraic L.
C/O ZEVIA PBC
15821 VENTURA BLVD., SUITE 145
ENCINO, CA 91436
X



Signatures
/s/ Lorna R. Simms, Attorney-in-Fact for Padraic L. Spence8/19/2022
**Signature of Reporting PersonDate


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.
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