Statement of Changes in Beneficial Ownership (4)
April 07 2017 - 6:21PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
WICKERSHAM GROVER T.
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2. Issuer Name
and
Ticker or Trading Symbol
Eastside Distilling, Inc.
[
ESDI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman and CEO
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(Last)
(First)
(Middle)
430 CAMBRIDGE AVENUE, SUITE 100
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/5/2017
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(Street)
PALO ALTO, CA 94306
(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
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4/5/2017
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M
(1)
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100000
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A
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$0
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209755
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D
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Common Stock
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4/5/2017
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F
(2)
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30650
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D
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$1.6
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179105
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D
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Common Stock
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127320
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I
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By Charitable Remainder Trust
(3)
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Common Stock
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447924
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I
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By Employee Profit Sharing Plan
(4)
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Common Stock
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220900
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I
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By Irrevocable Trust
(5)
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(6)
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4/5/2017
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M
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100000
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4/5/2017
(7)
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4/5/2017
(7)
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Common Stock
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100000
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$0
(8)
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100000
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D
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Restricted Stock Units
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(6)
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4/5/2017
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M
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100000
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4/5/2017
(7)
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4/5/2017
(7)
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Common Stock
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100000
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$0
(8)
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0
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D
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Employee Stock Option (right to buy)
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$1.6
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4/5/2017
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A
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100000
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6/30/2017
(9)
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4/5/2017
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Common Stock
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100000
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$0
(8)
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100000
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D
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Explanation of Responses:
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(1)
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Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock that were awarded on April 5, 2017.
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(2)
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The reporting person is reporting the withholding by the Issuer of an aggregate of 30,650 shares of common stock that vested on April 5, 2017 but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of converted common stock to the reporting person as of April 5, 2017.
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(3)
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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 of the reported securities for purposes of Section 16 or for any other purposes.
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(4)
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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 of the reported securities for purposes of Section 16 or for any other purposes.
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(5)
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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.
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(6)
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Each RSU is the economic equivalent of one share of Eastside Distilling, Inc. common stock. The closing price of ESDI on April 5, 2017 was $1.60.
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(7)
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All 100,000 RSUs vested immediately upon grant.
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(8)
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The RSUs and options were granted pursuant to the Issuer's 2016 Equity Incentive Plan.
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(9)
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The options vest in eight equal quarterly installments of 12,500 options over two years, commencing on June 30, 2017 and continuing thereafter on the last day of each succeeding fiscal quarter to and including March 31, 2019, subject to continued service with the Issuer on each respective vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WICKERSHAM GROVER T.
430 CAMBRIDGE AVENUE, SUITE 100
PALO ALTO, CA 94306
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X
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Chairman and CEO
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Signatures
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Grover T. Wickersham
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4/7/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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