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*
WICKERSHAM GROVER T

(Last) (First) (Middle)
430 CAMBRIDGE AVENUE, SUITE 100

(Street)
PALO ALTO CA 94306

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Eastside Distilling, Inc. [ ESDI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/21/2016
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
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 12/21/2016 X 62,500 A $1.3(1) 93,667(2) I By Charitable Remainder Trust(3)
Common Stock 12/21/2016 X 130,769 A $1.3(4) 447,924(2) I By Employee Profit Sharing Plan(5)
Common Stock 220,900(2) I By Irrevocable Trust(6)
Common Stock 109,755(2) D
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
Common Stock Purchase Warrants (right to buy) $1.3(7) 12/21/2016 X 25,000 06/30/2016(8) 06/30/2019 Common Stock 25,000 $0 0 I By Charitable Remainder Trust(3)
Common Stock Purchase Warrants (right to buy) $1.3(7) 12/21/2016 X 37,500 09/19/2016(8) 09/19/2019 Common Stock 37,500 $0 0 I By Charitable Remainder Trust(3)
Common Stock Purchase Warrants (right to buy) $1.3(7) 12/21/2016 X 130,769 06/09/2019(8) 06/09/2019 Common Stock 130,769 $0 119,231 I By Employee Profit Sharing Plan(5)
Explanation of Responses:
1. The warrant exercise price was paid by forgiveness of promissory note indebtedness.
2. Reflects a 20-for-1 reverse stock split effective October 18, 2016.
3. The reporting person is a joint trustee and beneficiary of the Grover T. and Jill Z. Wickersham 2000 Charitable Remainder Trust (the "CRUT"), which is the owner of the reported securities. The reporting person disclaims beneficial ownership of the securities owned by the CRUT, except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
4. The warrant exercise price was paid with a combination of $49,999.70 in cash and $120,000 of promissory note indebtedness forgiveness.
5. The reporting person is the trustee of the Grover T. Wickersham P.C. Employees' Profit Sharing Plan (the "PSP"), which is the owner of the reported securities. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest in the PSP. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
6. The reporting person is the trustee of the Lindsay Anne Wickersham 1999 Irrevocable Trust (the "Irrevocable Trust"), which is the owner of the reported securities. The reporting person disclaims beneficial ownership of the securities owned by the Irrevocable Trust. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purposes.
7. Reflects a temporary reduction of the exercise price of the warrants from its original exercise price of $2.00 per share.
8. The blocker on the warrants was waived to permit exercise of the warrants during the temporary exercise price reduction.
Grover T. Wickersham 12/23/2016
** 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).
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