CUSIP
No. 758338107
1.
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Names
of Reporting Persons:
John
Bello
I.R.S.
Identification Nos. of above persons (entities only):
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ] (b) [ ]
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3.
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SEC
Use Only
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4.
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Source
of Funds (See instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship
or Place of Organization:
US
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Number
of
shares
Beneficially
owned
By
each
reporting
Person
with:
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7.
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Sole
Voting Power:
1,928,011*
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8
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Shared
Voting Power:
2,289,212**
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9.
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Sole
Dispositive Power:
1,928,011
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10.
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Shared
Dispositive Power:
2,289,212
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
4,217,230
***
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13.
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Percent
of Class Represented by Amount in Row (11):
6.17%***
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14.
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Type
of Reporting Person (See Instructions):
IN
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*
Consists of 825,786 shares (the “Shares”) of the common
stock, par value $0.0001 per share (the “Common Stock”) of Reed’s Inc., a Delaware corporation
(the “Issuer”) held by the Bello Family Partnership, Shares underlying 68,501 currently exercisable
warrants held directly in the Reporting Person’s name, Shares underlying 64,700 currently exercisable warrants held in the
Reporting Person’s personal IRA, 166,901 shares of Common Stock held in the Reporting Person’s personal IRA,100,000
Shares underlying currently exercisable stock options held directly in the Reporting Person’s name and 702,123 Shares
held directly in the Reporting Person’s name.
**Reporting Person shares voting and dispositive
control of 1,622,553 Shares held by the John and Nancy Bello Revocable Trust with co-trustee and spouse, Nancy Bello,
and 666,666 Shares held in a joint account with Nancy Bello.
***The
calculation is based on 68,338,540 Shares, which is the sum of (i) the 62,928,440 shares of Common Stock outstanding as of April
30, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 filed with the Securities
and Exchange Commission on May 11, 2020 plus (ii) 133,201 Shares issuable upon exercise of certain warrants plus
(iv) 100,000 Shares issuable upon conversion of certain stock options.
Item
1.
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Security
and Issuer.
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This
statement on Schedule 13D relates to shares (the “Shares”) of the common stock, par value $0.0001 per
share (the “Common Stock”) of Reed’s Inc., a Delaware corporation (the “Issuer”).
The principal executive offices of the Issuer are located at 201 Merritt 7 Corporate Park, Norwalk, Connecticut 06851.
Item
2.
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Identity
and Background.
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(a)
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The
names of the person filing this statement on Schedule 13D (the “Reporting Person”) is John Bello.
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(b)
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The
Reporting Person’s principal business address is 201 Merritt 7 Corporate Park,
Norwalk, Connecticut 06851.
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(c)
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The
Reporting Person is the Chairman of the board of directors of the Issuer.
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(d)
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The
Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
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(e)
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The
Reporting Persons has not been, during the last five years, a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is 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.
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(f)
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The
Reporting Person is a citizen of the U.S.A.
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Item
3.
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Source
and Amount of Funds or Other Consideration.
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The
funds for the purchase of the Shares came from the Reporting Person’s personal funds. No borrowed funds were used to purchase
the Shares.
Item
4.
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Purpose
of Transaction.
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The
purpose of the acquisition of the Shares by the Reporting Person is for investment. The Reporting Person may make purchases of
Shares from time to time and may dispose of any or all of the Shares held by him at any time, in accordance with applicable law.
The Reporting Person may review or reconsider his position with respect to the Company or formulate plans or proposals with respect
to any such matter, but has no present intention of doing so. Except as set forth in the preceding paragraphs, as of the date
hereof, the Reporting Person do not have any plan or proposal that relates to or would result in:
(a) The acquisition
by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d)
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the Issuer;
(f)
Any other material change in the Issuer’s business or corporate structure;
(g)
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
(h)
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to
be quoted in an inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j)
Any action similar to any of those enumerated above.
The
Reporting Persons reserves the right, based on all relevant factors and subject to applicable law, at any time and from time to
time, to review or reconsider his position, change his purpose, take other actions (including actions that could involve one or
more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule
13D) or formulate and implement plans or proposals with respect to any of the foregoing.
Item
5.
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Interest
in Securities of the Issuer.
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(a) The Reporting Person beneficially owns
4,217,230 Shares, including 1,622,553 Shares held by the John and Nancy Bello Revocable Trust (referred to herein as the “Trust”),
825,786 Shares held by the Bello Family Partnership (referred to herein as the “Partnership”), Shares
underlying 68,501 currently exercisable warrants held directly in the Reporting Person’s name, Shares underlying 64,700
currently exercisable warrants held in the Reporting Person’s personal IRA (referred to herein as the “IRA”),
166,901 shares of Common Stock held in the IRA, 100,000 Shares underlying currently exercisable stock options held directly in
the Reporting Person’s name, 702,123 Shares held directly in the Reporting Person’s name and 666,666 Shares held
in a joint account with Nancy Bello.
(b) The Reporting Person
has sole voting and dispositive control over 1,928,011 Shares held. The Reporting Person shares voting and dispositive
power with co-trustee, Nancy Bello over 1,622,553 Shares held by the Trust and 666,666 Shares held directly in a joint account
with Nancy Bello. Nancy Bello is the Reporting Person’s retired spouse and shares
principal address with the Reporting Person. During the last five years, Mrs. Bello has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in 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.
(c) As previously reported
on Form 4:
On April 20, 2020, the Reporting Person purchased
666,666 Shares in the Issuer’s registered public offering at a purchase price of $0.375 per Share. These shares were
deposited in a joint account held directy with Nancy Bello.
On
March 17, 2020 the Reporting Person made the following purchases on the open market: 90,957 Shares at a purchase price of $0.5698
per Share, 4,747 Shares at a purchase price of $0.5376 per Share, 14,800 Shares at a purchase price of $0.51 per Share and 20,451
Shares at a purchase price of $0.5099 per Share.
On
March 16, 2020, the Reporting Person purchased 33,838 Shares on the open market at a purchase price of $0.5884 per Share.
On
February 25, 2020, the board of directors of the Issuer granted the Reporting Person a restricted stock award consisting of 200,000
Shares for services as Interim Chief Executive Officer, which award vested in full on March 1, 2020.
On
October 25, 2019, the Partnership and the Trust purchased 666,666 Shares and 1,000,000 Shares, respectively, in the Issuer’s
registered public offering at a purchase price of $0.60 per Share.
No
other transactions in Shares were effected by the Reporting Person, the IRA, Partnership or Trust during the sixty days preceding
the date hereof.
(d)
not applicable
(e)
not applicable
SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated:
May 19, 2020
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By:
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/s/
John Bello
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JOHN
BELLO
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