SEC FORM 4

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

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)
12/29/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/29/2016		X		33,653	A	$1.3⁽¹⁾	127,320	I	By Charitable Remainder Trust⁽²⁾
Common Stock								447,924	I	By Employee Profit Sharing Plan⁽³⁾
Common Stock								220,900	I	By Irrevocable Trust⁽⁴⁾
Common Stock								109,755	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrants (right to buy)	$2⁽⁵⁾	12/29/2016		J⁽⁶⁾			33,653⁽⁵⁾	06/22/2016⁽⁷⁾	06/22/2019	Common Stock	33,653	$0⁽⁶⁾	66,347⁽⁵⁾	D
Common Stock Purchase Warrants (right to buy)k	$2	12/29/2016		J⁽⁶⁾		33,653		06/22/2016⁽⁷⁾	06/22/2019	Common Stock	33,653	$0⁽⁶⁾	33,653	I	By Charitable Remainder Trust⁽²⁾
Common Stock Purchase Warrants (right to buy)	$1.3⁽⁸⁾	12/29/2016		X			33,653	06/22/2016⁽⁷⁾	06/22/2019	Common Stock	33,653	$0⁽⁶⁾	0	I	By Charitable Remainder Trust⁽²⁾
Common Stock Purchase Warrants (right to buy)	$2⁽⁵⁾	12/29/2016		J⁽⁹⁾			25,000	06/09/2016⁽⁷⁾	06/09/2019	Common Stock	25,000⁽⁵⁾	$0⁽⁹⁾	94,231⁽⁵⁾	I	By Employee Profit Sharing Plan⁽³⁾

Explanation of Responses:

1. The warrant exercise price was paid by forgiveness of promissory note indebtedness of $43,748.90.

2. 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.

3. 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 of the securities owned by the PSP, 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.

4. 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 the 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.

5. Reflects the 20-for-1 reverse stock split effected on October 18, 2016.

6. The warrants owned directly by the reporting person were assigned by him to the CRUT and transferred for no consideration.

7. The warrants contain a blocker that prohibits the holder from exercising the warrants if such exercise will result in beneficial ownership by the holder of more than 9.99% of the Issuer's outstanding shares. The blocker may only be amended by written consent of both the Issuer and the holder. Once the holder's beneficial ownership percentage, calculated in accordance with Rule 13d-3(i), reaches 9.99%, warrants will not be exercisable until such time as the holder's beneficial ownership percentage falls to 9.99% or below.

8. Reflects a temporary reduction of the exercise price of the warrants from its original exercise price of $2.00 per share.

9. The warrants owned by the PSP were assigned to a third party and transferred for no consideration.

	Grover T. Wickersham	01/03/2017
	** 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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