Check the
appropriate box to designate the rule pursuant to which this is filed:
The information required in the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP NO. 64157V108
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Page 2 of 9
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1
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NAMES OF
REPORTING PERSONS
Marley Beverage Company, LLC
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
Michigan
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,781,146 shares
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6
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SHARED VOTING POWER
0 shares
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7
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SOLE DISPOSITIVE POWER
2,781,146 shares
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,781,146
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
8.2%
1
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12
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TYPE OF REPORTING PERSON
OO
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1
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Beneficial ownership percentage is based upon (i) 31,307,133 shares of common stock issued and outstanding as of May 12, 2017, as reported by Issuer in its Form 10-Q for the quarter ended March 31, 2017 and (ii)
the issuance of 2,781,146 shares to the Reporting Persons.
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CUSIP NO. 64157V108
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Page 3 of 9
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1
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NAMES OF
REPORTING PERSONS
Viva Beverages LLC
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
Michigan
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,781,146 shares
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6
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SHARED VOTING POWER
0 shares
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7
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SOLE DISPOSITIVE POWER
2,781,146 shares
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8
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SHARED DISPOSITIVE POWER
0 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,781,146
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
8.2%
2
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12
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TYPE OF REPORTING PERSON
OO
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2
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Beneficial ownership percentage is based upon (i) 31,307,133 shares of common stock issued and outstanding as of May 12, 2017, as reported by Issuer in its Form 10-Q for the quarter ended March 31, 2017 and (ii) the
issuance of 2,781,146 shares to the Reporting Person.
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CUSIP NO. 64157V108
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Page 4 of 9
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1
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NAMES OF
REPORTING PERSONS
Gary A. Shiffman
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
2,781,146 shares
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
2,781,146 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,781,146
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
8.2%
3
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12
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TYPE OF REPORTING PERSON
IN
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3
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Beneficial ownership percentage is based upon (i) 31,307,133 shares of common stock issued and outstanding as of May 12, 2017, as reported by Issuer in its Form 10-Q for the quarter ended March 31, 2017 and (ii)
the issuance of 2,781,146 shares to the Reporting Person.
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CUSIP NO. 64157V108
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Page 5 of 9
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1
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NAMES OF
REPORTING PERSONS
Alon Kaufman
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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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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
2,781,146 shares
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
2,781,146 shares
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,781,146
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9
8.2%
4
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12
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TYPE OF REPORTING PERSON
IN
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4
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Beneficial ownership percentage is based upon (i) 31,307,133 shares of common stock issued and outstanding as of May 12, 2017, as reported by Issuer in its Form 10-Q for the quarter ended March 31, 2017 and (ii)
the issuance of 2,781,146 shares to the Reporting Person.
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Item 1.
The name of the issuer is New Age Beverages Corporation
(“Issuer”)
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b.
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Address of Issuer’s Principal Executive Offices:
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1700 68
th
Avenue, Denver, Colorado 90503
Tel. Number: (303)
289-8655
Item 2.
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a.
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Name of Person Filing:
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b.
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Address of Principal Business Office:
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Marley Beverage Company, LLC
P.O. Box 3133
32455 W. 12 Mile
Road
Farmington, Michigan 48333
Citizenship: Michigan
Viva
Beverages LLC
P.O. Box 3133
32455 W. 12 Mile Road
Farmington, Michigan 48333
Citizenship: Michigan
Gary A.
Shiffman
P.O. Box 3133
32455 W. 12 Mile Road
Farmington, Michigan 48333
Citizenship: United States
Alon
Kaufman
P.O. Box 3133
32455
W. 12 Mile Road
Farmington, Michigan 48333
Citizenship: United States
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d.
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Title of Class of Securities:
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Common Stock, $0.001 par value
64157V108
Item 3.
Not Applicable.
Item 4.
Ownership:
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a.
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Amount Beneficially Owned:
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As of the close of business on June 13, 2017:
Marley Beverage Company, LLC, a Michigan limited liability company (“MBC”), beneficially owned 2,781,146 shares of the Issuer’s common stock.
Viva Beverages LLC, a Michigan limited liability company (“Viva”), is the manager of MBC and may be deemed to have sole voting control and
investment discretion over securities owned by MBC.
Gary A. Shiffman, a United States citizen (“Shiffman”), and Alon Kaufman, a United States
citizen (“Kaufman”), are the
co-managers
of Viva and may be deemed to have shared voting control and investment discretion over securities owned by MBC.
The foregoing should not be construed in and of itself as an admission by Viva, Shiffman or Kaufman as to beneficial ownership of the securities owned by MBC.
As of the closing of business on June 13, 2017, Shiffman and Kaufman may be
deemed to have beneficially owned 2,781,146 shares or 8.2% of the 34,088,279 shares of the Issuer’s common stock issued and outstanding as of June 13, 2017. The number of shares of the Issuer’s common stock issued and outstanding was
determined based on 31,307,133 shares of common stock outstanding as of May 12, 2017, per the Issuer’s Form
10-Q
for the quarter ended March 31, 2017, plus the issuance of an additional
2,781,146 shares of common stock, on June 13, 2017, to the Reporting Persons.
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Number
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of shares as to which MBC has:
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(i)
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sole power to vote or to direct the vote of:
2,781,146
shares
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(ii)
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shared power to vote or to direct the vote of:
0
shares
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(iii)
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sole power to dispose or to direct the disposition of:
2,781,146
shares
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(iv)
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shared power to dispose or to direct the disposition of:
0
shares
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Number
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of shares as to which Viva has:
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(i)
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sole power to vote or to direct the vote of:
2,781,146
shares
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(ii)
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shared power to vote or to direct the vote of:
0
shares
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(iii)
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sole power to dispose or to direct the disposition of:
2,781,146
shares
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(iv)
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shared power to dispose or to direct the disposition of:
0
shares
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Number
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of shares as to which Shiffman has:
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(i)
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sole power to vote or to direct the vote of:
0
shares
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(ii)
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shared power to vote or to direct the vote of:
2,781,146
shares
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(iii)
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sole power to dispose or to direct the disposition of:
0
shares
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(iv)
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shared power to dispose or to direct the disposition of:
2,781,146
shares
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Number
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of shares as to which Kaufman has:
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(i)
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sole power to vote or to direct the vote of:
0
shares
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(ii)
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shared power to vote or to direct the vote of:
2,781,146
shares
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(iii)
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sole power to dispose or to direct the disposition of:
0
shares
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(iv)
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shared power to dispose or to direct the disposition of:
2,781,146
shares
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Item 5
Ownership of Five Percent or Less of Class
: Not Applicable
Item 6
Ownership of More than Five Percent on
Behalf of another Person
: Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Issuer. No one other person’s interest in the common stock
of the Issuer is more than five percent of the total outstanding common stock.
Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
: Not
Applicable
Item 8
Identification and
Classification of Members of the Group
: Not Applicable
Item 9
Notice of Dissolution of Group
: Not Applicable
Item 10
Certification
:
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under
§240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in
this statement is true, complete and correct.
Dated: June 20, 2017
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Marley Beverage Company, LLC
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By:
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Viva Beverages LLC, its Manager
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By:
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/s/ Gary A. Shiffman
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Name:
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Gary A. Shiffman
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Its:
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Co-Manager
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By:
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/s/ Alon Kaufman
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Name:
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Alon Kaufman
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Its:
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Co-Manager
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Viva Beverages LLC
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By:
|
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/s/ Gary A. Shiffman
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Name:
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Gary A. Shiffman
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Its:
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Co-Manager
|
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By:
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/s/ Alon Kaufman
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Name:
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Alon Kaufman
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Its:
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Co-Manager
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/s/ Gary A. Shiffman
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Gary A. Shiffman
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/s/ Alon Kaufman
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Alon Kaufman
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