SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

KILKENNY STEPHANIE

(Last)

(First)

(Middle)

C/O EASTSIDE DISTILLING, INC.

1001 SE WATER AVENUE, SUITE 390

(Street)

PORTLAND

97214

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/24/2019

3. Issuer Name and Ticker or Trading Symbol
Eastside Distilling, Inc. [ EAST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	55,555	I	See footnote (1)⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Purchase Warrants (right to buy)	09/16/2019	09/16/2022	Common Stock	27,778	$5.5	I	See footnote (1)
Right to Acquire⁽²⁾	03/05/2021	03/05/2021	Common Stock	792,980⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	$6	I	See footnote 2⁽²⁾

Explanation of Responses:

1. These securities are held directly by Patrick J. Kilkenny, Trustee of the Patrick J. Kilkenny Revocable Trust. Mr. Kilkenny is the spouse of the Reporting Person. The inclusion of these securities in this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. In September 2019, the Issuer closed on a purchase and sale of assets of Intersect Beverage, LLC ("Intersect"). As partial consideration for the asset purchase, and based on Intersect membership interests on the closing date, TQLA, LLC, an entity owned by Patrick Kilkenny and the Reporting Person, would be issued 797,980 shares of EAST common stock on March 5, 2021, subject to one circumstance this is unlikely to arise. See footnotes (3) and (5).

3. The actual number of shares to be issued to TQLA is expected to be reduced to 735,335 shares based on the reallocation of pro rata membership interests in Intersect that will be in effect as of March 5, 2021, following the anticipated conversion into additional membership units of an outstanding promissory note payable by Intersect to a minority member of Intersect prior to March 5, 2021.

4. In addition to the shares set forth In Table II and in footnotes (2) and (3), TQLA is or may be entitled to the future issuance of its pro rata allocation of shares of the Issuer's common stock as additional consideration for the September 2019 sale of Intersect assets. A portion of these additional shares will be issued on March 5, 2021 at a per share price that is currently indeterminable. Based on Intersect membership interests on the closing date, TQLA would received 328,580 shares, but it is expected to be issued 302,785 shares based on the expected reallocation of pro rata membership interests noted in footnote (3). In addition, the purchase consideration includes various earnout payments to be payable in shares if earnout targets are reached, the exact number and price of such shares being currently indeterminable. Accordingly, such shares are omitted from this Form 3.

5. The Issuer will not be required to issue the shares referred to in footnotes (2) and (3) and the unpriced shares and possible earnout shares referred to in footnote (4) (collectively, the "Total Shares consideration"), only if the issuance of the Total Shares Consideration would require the Issuer to hold a vote of its stockholders pursuant to Nasdaq Listing Rules (i.e., the Total Shares Consideration would exceed 19.9% of its outstanding common stock). Under such circumstance, the Issuer may, at its election, issue only that number of shares that would not require such vote, and instead pay any remaining portion of the aggregate consideration in the form of cash or as a promissory note.

	/s/ Stephanie Kilkenny	11/01/2019
	** 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 5 (b)(v).
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