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 *

RAUCH DAVID ERIC
2. Issuer Name and Ticker or Trading Symbol

ALKALINE WATER Co INC [ WTER ]
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)

16767 N PERIMETER DRIVE, SUITE 320
3. Date of Earliest Transaction (MM/DD/YYYY)

5/16/2023
(Street)

SCOTTSDALE, AZ 85260
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
(City)        (State)        (Zip)
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. 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
Common Stock         5334 (5)I David and Julie Rauch Trust (2)
Common Stock 5/16/2023  A  3333 A (4)3333 D  
Series E Preferred Stock (1)        100000 I David and Julie Rauch Trust (2)

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
Stock Options $3.75 (5)          11/16/2023 (3)11/16/2032 Common 6666 (5) 6666 (5)D  

Explanation of Responses:
(1) Each share of Series E Preferred Stock is convertible, after November 23, 2023, at the option of The Alkaline Water Company Inc. (the Company), into that number of units of the Company (each, a Unit) determined by dividing the stated value ($1.00 per share) of such share by $3.75. Each Unit will consist of one share of common stock and one-half of one warrant with each whole warrant entitling the holder to acquire one share of common stock at an exercise price of $4.6875 for three years following conversion. A holder may, at its option, after January 31, 2023, convert all, but no less than all, of shares of Series E Preferred Stock held by such holder into that number of Units determined by dividing the stated value of such shares by $3.75. Each share of the Series E Preferred Stock will also automatically convert, upon the occurrence of a certain fundamental transaction, into that number of Units determined by dividing the stated value of such share by $3.75.
(2) David Rauch and Julie Rauch are the only trustees and the only beneficiaries of the David and Julie Rauch Trust. Julie Rauch is the spouse of David Rauch.
(3) These options vest as follows: (i) 50% on the first year anniversary of the grant date and (ii) 50% on the second year anniversary of the grant date.
(4) These shares were granted as a restricted award under the 2020 Equity Incentive Plan and issued on May 16, 2023 upon vesting.
(5) Reflects the reverse split on the basis of 15:1 which became effective on April 5, 2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RAUCH DAVID ERIC
16767 N PERIMETER DRIVE
SUITE 320
SCOTTSDALE, AZ 85260
X



Signatures
/s/ David Rauch5/18/2023
**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.
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