Statement of Changes in Beneficial Ownership (4)
April 22 2020 - 5:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Doherty Daniel Joseph III |
2. Issuer Name and Ticker or Trading Symbol
REED'S, INC.
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REED
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
201 MERRITT 7 CORPORATE PARK |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/22/2020 |
(Street)
NORWALK, CT 06851
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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common stock | | | | | | | | 2469314 | I | See footnote (1) |
common stock | | | | | | | | 20000 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
stock option | $0.50 | 4/22/2020 | | A | | 50000 | | (2) | 3/25/2030 | common stock | 50000 | (3) | 50000 | D | |
Explanation of Responses: |
(1) | These securities are held by Rapter/Harbor Reeds SPV LLC, a limited liability company ("Raptor") in which the Reporting Person holds a significant membership interest. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary intrest in Raptor. Excludes 3,143,333 shares of common stock issuable upon exercise of currently-exercisable warrants held by Raptor and 2,266,667 shares of common stock issuable upon conversion of the Issuer's Convertible Non-Redeemable Secured Promissory Note in the original principal amount of $3,400,000 in favor of Raptor. |
(2) | Option to purchase 12,500 shares of common stock vested immediately, remainder vesting in increments of 12,500 on each of May 1, 2020, August 1, 2020 and November 1, 2020 |
(3) | Stock option grant |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Doherty Daniel Joseph III 201 MERRITT 7 CORPORATE PARK NORWALK, CT 06851 | X | X |
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Signatures
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/s/ Daniel J. Doherty III | | 4/22/2020 |
**Signature of Reporting Person | Date |
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