Eastside Distilling (BLNE) Form 4 Eastside Distilling / GROVER T. WICKERSHAM ownership change

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)

2150 SE HANNA HARVESTER DRIVE

(Street)

PORTLAND OR 97222

(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)
09/17/2017

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/17/2017		M(1)		7,500	A	$0	104,614	D
Common Stock	09/17/2017		F(2)		2,299	D	$3.78	102,315	D
Common Stock								42,440	I	By Charitable Remainder Trust(3)
Common Stock								178,530	I	By Employee Profit Sharing Plan(4)
Common Stock								87,744	I	By Irrevocable Trust(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(6)	09/17/2017		M		7,500		09/17/2017(7)	09/17/2017(7)	Common Stock	7,500	$0(8)	7,500	D
Restricted Stock Units	(6)	09/17/2017		M			7,500	09/17/2017(7)	09/17/2017(7)	Common Stock	7,500	$0(8)	0	D
Employee Stock Option (right to buy)	$3.78	09/17/2017		A		20,000		09/30/2017(9)	09/17/2027	Common Stock	20,000	$0(8)	20,000	D

Explanation of Responses:

1. Represents the settlement upon vesting of restricted stock units ("RSUs") that were awarded on September 17, 2017.

2. The reporting person is reporting the withholding by the Issuer of an aggregate of 2,299 shares of common stock that vested on September 17, 2017 but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of common stock to the reporting person upon vesting of RSUs.

3. 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 for purposes of Section 16 or for any other purposes.

4. 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 for purposes of Section 16 or for any other purposes.

5. 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.

6. Each RSU is the economic equivalent of one share of Eastside Distilling, Inc. common stock. The closing price of ESDI on September 15, 2017 (the last trading day before September 17, 2017, which fell on a weekend) was $3.78.

7. All 7,500 RSUs vested immediately upon grant.

8. The RSUs and options were granted pursuant to the Issuer's 2016 Equity Incentive Plan.

9. The options vest in 12 quarterly installments over three years, commencing on September 30, 2017 and continuing thereafter on the last day of each succeeding fiscal quarter to and including June 30, 2020, subject to continued service with the Issuer on each respective vesting date.

	Grover T. Wickersham	09/19/2017
	** Signature of Reporting Person	Date
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