0001104659-19-048646.txt : 20190904 0001104659-19-048646.hdr.sgml : 20190904 20190904130049 ACCESSION NUMBER: 0001104659-19-048646 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190904 DATE AS OF CHANGE: 20190904 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eastside Distilling, Inc. CENTRAL INDEX KEY: 0001534708 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 203937596 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87659 FILM NUMBER: 191073833 BUSINESS ADDRESS: STREET 1: 1001 SE WATER AVENUE STREET 2: SUITE 390 CITY: PORTLAND STATE: OR ZIP: 97214 BUSINESS PHONE: 971-888-4264 MAIL ADDRESS: STREET 1: 1001 SE WATER AVENUE STREET 2: SUITE 390 CITY: PORTLAND STATE: OR ZIP: 97214 FORMER COMPANY: FORMER CONFORMED NAME: Eurocan Holdings Ltd. DATE OF NAME CHANGE: 20111110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Orca Investment Management, LLC CENTRAL INDEX KEY: 0001511229 IRS NUMBER: 271604764 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2250 AVIATION DRIVE STREET 2: SUITE 3 CITY: ROSEBURG STATE: OR ZIP: 97470 BUSINESS PHONE: 541.672.3469 MAIL ADDRESS: STREET 1: 2250 AVIATION DRIVE STREET 2: SUITE 3 CITY: ROSEBURG STATE: OR ZIP: 97470 SC 13D 1 a19-18229_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Eastside Distilling, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

277802302

(CUSIP Number)

 

Shawn Willard
Orca Investment Management, LLC

6 Centerpointe Drive, Suite 300

Lake Oswego, OR 97035

(503)582-9500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

08/27/2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 277802302

13D

 

 

 

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)

Orca Investment Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Oregon

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
641.216

 

8.

Shared Voting Power
n/a

 

9.

Sole Dispositive Power
613.369

 

10.

Shared Dispositive Power
n/a

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
641,216

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
6.97%

 

 

14.

Type of Reporting Person (See Instructions)
IA

 

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CUSIP No. 277802302

13D

 

 

Item 1.  Security and Issuer.

 

This 13D relates to the shares of Common Stock (“Shares”) of Eastside Distilling, Inc., a Nevada corporation (the “Issuer”).  The address of the principal executive office of the Issuer is 1001 SE Water Avenue, Suite 390, Portland, Oregon 97214

 

Item 2.  Identity and Background.

 

(a)                                                   This Schedule 13D is being filed by Orca Investment Management, LLC, an Oregon limited liability company (“Orca”).

 

(b)                                                   The principal business address of Orca is 2250 Aviation Drive, Suite 300, Roseburg, Oregon 97470.

 

(c)                                                    The principal business of Orca is Investment Management.

 

(d)                                                   During the past five years, Orca has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)                                                    During the past five years, Orca has not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)                                                     N/A

 

Item 3.  Source or Amount of Funds or Other Consideration.

 

The Shares were acquired in a Secondary Offering, in open market purchases, warrant conversions, and a Note-Warrant Offering for an aggregate of approximately $3.46 million in cash.  The source of such funds was through the deposit of securities or cash balances in the accounts of Orca advisory clients.

 

Item 4.  Purpose of Transaction.

 

Orca purchased the Shares for clients in the ordinary course of business for investment purposes.

 

Until this filing, these Shares were reported under Schedule 13G.  Due to the appointment of Orca’s Managing Member to the Board of Directors (the “BOD”) of the Issuer, Orca is now filing this Schedule 13D.  This appointment was to fill a recent BOD vacancy resulted from the latest shareholder meeting of the Issuer.

 

Item 5.  Interest in Securities of the Issuer.

 

(a)                                 Orca beneficially owns 641,216 Shares with par value of $0.0001.  The aggregate 641,216 Shares represent 6.97% of the outstanding Shares, 9,194,332 Shares, as reported in the Issuer’s Form 10-Q filed on August 14, 2019.

 

(b)                                 Orca has sole power to vote 641,216 Shares and sole power to dispose of 613,369 Shares.

 

(c)                                  Orca sold 7,802 Shares of the Issuer on August 13, 2019, in the open market.

 

(d)                                 Two employees of Orca who manage self-directed accounts, have the right to direct the receipt of dividends from, or the proceeds from the sale of such Shares in their accounts.

 

(e)                                  N/A

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

N/A

 

Item 7.  Material to be Filed as Exhibits.

 

N/A

 

3

 

CUSIP No. 277802302

13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Orca Investment Management, LLC

 

 

 

/s/ Shawn P. Willard

 

Signature

 

 

 

Shawn Willard – President and Managing Member

 

Title

 

 

 

September 3, 2019

 

Date

 

4