| 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 |
| |||||||||||||||
| 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)
| 2. Issuer Name and Ticker or Trading Symbol Eastside Distilling, Inc. [ EAST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 12/17/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 12/17/2019 | P | 101,000 | A | $2.59(1) | 753,258 | I | See footnote(2) | ||
| Common Stock | 12/18/2019 | P | 44,000 | A | $2.9(3) | 797,258 | I | See footnote(2) | ||
| Common Stock | 01/15/2020 | M(4) | 9,059 | A | $3.2 | 11,929 | D | |||
| Common Stock | 107,196 | I | See footnote(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) | 01/15/2020 | A | 9,059 | 01/15/2020(7) | 01/15/2020(7) | Common Stock | 9,059 | $0.00 | 9,059 | D | ||||
| Restricted Stock Units | (6) | 01/15/2020 | M | 9,059 | 01/15/2020(7) | 01/15/2020(7) | Common Stock | 9,059 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. This transaction was executed in multiple trades at prices ranging from $2.55 to $2.72. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request from the Securities and Exchange Commission ("SEC") staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for all of the purchases that make up this transaction. |
| 2. These securities are held by QCMA, and the total number of shares includes the 107,196 shares owned by Group G Investments referred to in footnote (5). QCMA serves as a sub-advisor of Group G Investments. The Reporting Person is a portfolio manager (for which he receives performance-based compensation) and a member of QCMA. As such, he may be deemed to be an indirect beneficial owner of QCMA's 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 Act or for any other purpose. |
| 3. This transaction was executed in multiple trades at prices ranging from $2.77 to $3.07. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request from the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for all of the purchases that make up this transaction. |
| 4. Represents the settlement upon vesting of restricted stock units ("RSUs") that were awarded on January 15, 2020. |
| 5. 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. These shares are also included in the shares beneficially owned by QCMA as noted in footnote (2). 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. |
| 6. Each RSU is the economic equivalent of one share of Eastside Distilling, Inc. common stock. The closing price of EAST on January 15, 2020 was $3.20. |
| 7. All 9,059 RSUs vested immediately upon grant. |
| /s/ Geoffrey C. Gwin | 02/11/2020 | |
| ** 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. | ||
