Initial Statement of Beneficial Ownership (3)
March 23 2022 - 5:21PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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
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Zaltzman Leon Michael |
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/10/2022
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3. Issuer Name and Ticker or Trading Symbol
REED'S, INC. [REED]
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(Last)
(First)
(Middle)
1120 AVENUE OF THE AMERICAS, FLOOR 15 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director ___X___ 10% Owner _____ Officer (give title below) ___X___ Other (specify below) / See Remarks |
(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, $0.0001 par value per share ("Common Stock") | 18012117 | I | See footnotes (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrants (Right to Buy) | 9/11/2022 | 9/11/2027 | Common Stock | 5357143 | $0.2877 | I | See footnotes (1)(2) |
Explanation of Responses: |
(1) | The securities reported herein are held directly by Union Square Park Partners, LP (the "USPP Fund"). Union Square Park Capital Management, LLC ("USPCM") serves as the investment manager to the USPP Fund. Union Square Park GP, LLC ("USPGP") serves as general partner of the USPP Fund. Leon M. Zaltzman serves as the managing member of each of USPCM and USPGP. |
(2) | The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any. |
Remarks: The Reporting Persons may have been deemed to beneficially own more than 10% of the Common Stock as of March 10, 2022. Mr. Zaltzman was appointed to the board of directors of the Issuer on March 21, 2022. Each of the USPP Fund, USPCM and USPGP may be deemed to be a director by deputization by virtue of the fact that Mr. Zaltzman currently serves on the board of directors of the Issuer. The information on this Form 3 was first filed with the SEC on March 22, 2022 under the CIK numbers of Union Square Park Partners, LP and Union Square Park Capital Management, LLC as Union Square Park GP, LLC and Leon M. Zaltzman did not have CIK numbers at such time. A copy of such Form 3 is now being filed under the CIK numbers of Union Square Park GP, LLC and Leon M. Zaltzman. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Zaltzman Leon Michael 1120 AVENUE OF THE AMERICAS FLOOR 15 NEW YORK, NY 10036 | X | X |
| See Remarks |
Union Square Park GP, LLC 1120 AVENUE OF THE AMERICAS 15TH FLOOR NEW YORK, NY 10036 | X | X |
| See Remarks |
Signatures
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/s/ Union Square Park Partners, LP By: /s/ Leon M. Zaltzman, Name: Leon M. Zaltzman, Title: Managing Member of the General Partner | | 3/23/2022 |
**Signature of Reporting Person | Date |
/s/ Union Square Park Capital Management, LLC, By: /s/ Leon M. Zaltzman, Name: Leon M. Zaltzman, Title: Managing Member | | 3/23/2022 |
**Signature of Reporting Person | Date |
/s/ Union Square Park GP, LLC, By: /s/ Leon M. Zaltzman, Name: Leon M. Zaltzman, Title: Managing Member | | 3/23/2022 |
**Signature of Reporting Person | Date |
/s/ Leon M. Zaltzman | | 3/23/2022 |
**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 5(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 control number. |
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