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
Eastside Distilling, Inc. [ EAST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/09/2018 | ||||||||||||||||||||||||||
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 | 08/09/2018 | X | 22,222 | A | $5.4 | 138,537 | D | |||
Common Stock | 08/09/2018 | X | 17,930 | A | $5.4(1) | 60,370 | I | By Charitable Remainder Trust(2) | ||
Common Stock | 08/09/2018 | X | 22,222 | A | $5.4 | 200,752 | I | By Employees' Profit Sharing Plan(3) | ||
Common Stock | 08/09/2018 | X | 37,975 | A | $5.4(1) | 238,727 | I | By Employees' Profit Sharing Plan(3) | ||
Common Stock | 08/09/2018 | X | 11,111 | A | $5.4 | 95,856(5) | I | By Irrevocable Trust(4) |
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 | ||||||||
Common Stock Purchase Warrants (right to buy) | $5.4 | 08/09/2018 | X | 22,222 | 08/10/2017 | 08/10/2022 | Common Stock | 22,222 | (6) | 0 | D | ||||
Common Stock Purchase Warrants (right to buy) | $5.4 | 08/09/2018 | X | 17,930 | 03/29/2018 | 08/10/2022 | Common Stock | 17,930 | (7) | 0 | I | By Charitable Remainder Trust(2) | |||
Common Stock Purchase Warrants (right to buy) | $5.4 | 08/09/2018 | X | 22,222 | 08/10/2017 | 08/10/2022 | Common Stock | 22,222 | (6) | 0 | I | By Employees' Profit Sharing Plan(3) | |||
Common Stock Purchase Warrants (right to buy) | $5.4 | 08/09/2018 | X | 37,975 | 03/29/2018 | 08/10/2022 | Common Stock | 37,975 | (7) | 0 | I | By Employees' Profit Sharing Plan(3) | |||
Common Stock Purchase Warrants (right to buy) | $5.4 | 08/09/2018 | X | 11,111 | 08/10/2017 | 08/10/2022 | Common Stock | 11,111 | (6) | 0 | I | By Irrevocable Trust(4) |
Explanation of Responses: |
1. The warrant exercise price was paid by a reduction in the amount of promissory note indebtedness under notes owned by the warrant holder, such reduction equal to the number of warrants exercised multiplied by the $5.40 exercise price. |
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 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. |
5. Takes into account the correction of a typographical error in the Form 4 filed on August 10, 2017. The total after transaction holdings on August 10, 2017 should have been 84,745 shares. All subsequent Form 4s have carried forward this typographical error, until corrected on this Form 4. |
6. The warrants were issued as a component of units sold in the issuer's public offering, each unit consisting of one share of common stock and one common stock purchase warrant, at a per unit price of $4.50. |
7. The warrants were issued in connection with an offering of 5% promissory notes due May 1, 2021. For each $100,000 in principal amount of the note, the investor was issued 10,000 warrants. |
/s/ Grover T. Wickersham | 08/13/2018 | |
** 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. |