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) 09/30/2020 | ||||||||||||||||||||||||||
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 | 09/30/2020 | M(1) | 32,895 | A | $0(2) | 87,379 | D | |||
Common Stock | 09/30/2020 | F(3) | 7,170 | D | $1.14 | 80,209 | D | |||
Common Stock | 12/31/2020 | M(4) | 29,297 | A | $0(2) | 109,506 | D | |||
Common Stock | 12/31/2020 | F(5) | 6,512 | D | $1.28 | 102,994 | D | |||
Common Stock | 03/31/2021 | M(6) | 10,135 | A | $0(2) | 113,129 | D | |||
Common Stock | 03/31/2021 | F(7) | 1,014 | D | $1.85 | 112,115 | D | |||
Common Stock | 107,000 | I | See footnote(8) |
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 | ||||||||
Restricted Stock Units | $1.14(1) | 09/30/2020 | M | $37,500 | 09/30/2020 | 09/30/2020 | Common Stock | 32,895 | $0(2) | $112,500 | D | ||||
Restricted Stock Units | $1.28(4) | 12/31/2020 | M | $37,500 | 12/31/2020 | 12/31/2020 | Common Stock | 29,297 | $0(2) | $75,000 | D | ||||
Restricted Stock Units | $1.85(6) | 03/31/2021 | M | $18,750 | 03/31/2021 | 03/31/2021 | Common Stock | 10,135 | $0(2) | $56,250 | D | ||||
Restricted Stock Units | (9) | 03/31/2021 | D | $56,250 | 03/31/2021 | 06/30/2021 | Common Stock | $56,250 | $0(9) | $0 | D |
Explanation of Responses: |
1. Represents settlement upon vesting of $37,500 of restricted stock units ("RSUs") on September 30, 2020 that were awarded on July 10, 2020. The shares issued upon settlement were issued on October 1, 2020. |
2. Awarded pursuant to the Issuer's 2016 Equity Incentive Plan. |
3. Represents the withholding by the Issuer of shares of common stock (from the $37,500 of RSUs that vested on September 30, 2020) to satisfy payment of the Reporting Person's tax withholding obligations. |
4. Represents settlement upon vesting of $37,500 of RSUs on December 31, 2020 that were awarded on July 10, 2020. |
5. Represents the withholding by the Issuer of shares of common stock (from the $37,500 of RSUs that vested on December 31, 2020) to satisfy payment of the Reporting Person's tax withholding obligations. |
6. Represents settlement upon vesting of $18,750 of RSUs on March 31, 2021 that were awarded on July 10, 2020. See footnote 9. |
7. Represents the withholding by the Issuer of shares of common stock (from the $37,500 of RSUs that vested on March 31, 2021) to satisfy payment of the Reporting Person's tax withholding obligations. |
8. These securities are held by Group G Investments, LP ("Group G Investments"), the general partner of which is Group G Capital Partners, LLC. The Reporting Person is the managing member and Chief Investment Officer of Group G Capital Partners, LLC and is also a limited partner of Group G Investments. By virtue of his roles with Group G Capital Partners, LLC, he may be deemed to be the indirect beneficial owner of Group G Investments' portfolio securities; however, he disclaims beneficial ownership of the reported. securities, except to the extent of his pecuniary interest therein. 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 (the "Act") or for any other purpose. |
9. Effective February 4, 2021, the Issuer and the Reporting Person entered into a First Amendment to Employment Agreement (the "First Amendment"), pursuant to which $56,250 of unvested RSUs were rescinded. |
/s/ Geoffrey Gwin | 09/17/2021 | |
** 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. |