Large owner Bigger Michael sold $2,201,329 worth of shares (1,054,091 units at $2.09) and converted options into 757,369 shares (SEC Form 4)
$EAST
Beverages (Production/Distribution)
Consumer Staples
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Eastside Distilling, Inc. [ EAST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/05/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 09/05/2024 | S | 296,722 | D | $2.419(1) | 0 | I | The B.A.D. Company, LLC(2)(3) | ||
| Common Stock | 09/05/2024 | C | 757,369 | A | $3.05 | 757,369 | I | The B.A.D. Company, LLC(2)(3) | ||
| Common Stock | 09/05/2024 | S | 157,369 | D | $2.247(4) | 600,000 | I | The B.A.D. Company, LLC(2)(3) | ||
| Common Stock | 09/05/2024 | S | 150,000 | D | $2.276(5) | 450,000 | I | The B.A.D. Company, LLC(2)(3) | ||
| Common Stock | 09/05/2024 | S | 150,000 | D | $1.999(6) | 300,000 | I | The B.A.D. Company, LLC(2)(3) | ||
| Common Stock | 09/05/2024 | S | 150,000 | D | $1.81(7) | 150,000 | I | The B.A.D. Company, LLC(2)(3) | ||
| Common Stock | 09/05/2024 | S | 150,000 | D | $1.448(8) | 0 | I | The B.A.D. Company, LLC(2)(3) | ||
| Common Stock | 4,808 | I | Bigger Capital Fund, LP(2)(9) | |||||||
| Common Stock | 4,808 | I | District 2 Capital Fund LP(2)(10) | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Series C Preferred Stock | $3.05 | 09/05/2024 | C | 82,414 | (11) | (11) | Common Stock | 757,369 | $0 | 117,586 | I | The B.A.D. Company, LLC(2)(3) | |||
| Amended and Restated Secured Convertible Promissory Note | $3.05 | 09/29/2023 | 03/31/2025 | Common Stock | 65,458 | 65,458 | I | Bigger Capital Fund, LP(2)(9) | |||||||
| Amended and Restated Secured Convertible Promissory Note | $3.05 | 09/29/2023 | 03/31/2025 | Common Stock | 65,458 | 65,458 | I | District 2 Capital Fund LP(2)(10) | |||||||
| Amended and Restated Warrant | $33.08 | 09/29/2023 | 09/29/2028 | Common Stock | 22,500 | 22,500 | I | Bigger Capital Fund, LP(2)(9) | |||||||
| Amended and Restated Warrant | $33.08 | 09/29/2023 | 09/29/2028 | Common Stock | 22,500 | 22,500 | I | District 2 Capital Fund LP(2)(10) | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.38 to $2.505. |
| 2. The Reporting Persons listed on this Form 4 may be deemed members of a group holding equity securities of the Issuer. This filing shall not be deemed to be an affirmation that such a group exists for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose or that any such Reporting Person is a beneficial owner of securities of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| 3. These securities are directly held by The B.A.D. Company, LLC ("B.A.D"). The members of B.A.D. are Bigger Capital Fund, LP ("Bigger Capital"), District 2 Capital Fund LP ("District 2 CF") and other entities. The Manager of B.A.D. is Bigger Capital, LLC, which has voting and dispositive power over the securities directly held by B.A.D. Michael Bigger, as the managing member of Bigger Capital, LLC, may be deemed to beneficially own the securities owned by B.A.D. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.12 to $2.34. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.17 to $2.35. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.84 to $2.19. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.41 to $1.93. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.38 to $1.48. |
| 9. These securities are directly held by Bigger Capital. Bigger Capital Fund GP, LLC ("Bigger GP"), as the general partner of Bigger Capital, may be deemed to beneficially own the securities directly held by Bigger Capital. Michael Bigger, as the managing member of Bigger GP, may be deemed to beneficially own the securities held directly by Bigger Capital. |
| 10. These securities are directly held by District 2 CF. District 2 Capital LP ("District 2"), as the investment manager of District 2 CF, may be deemed to beneficially own the securities directly held by District 2 CF. District 2 GP LLC ("District 2 GP"), as the general partner of District 2 CF, may be deemed to beneficially own the securities direclty held by District 2 CF. District 2 Holdings LLC ("District 2 Holdings"), as the managing member of District 2 GP, may be deemed to beneficially own the securities held by District 2 CF. Michael Bigger, as the managing member of District 2 Holdings, may be deemed to beneficially own the securities owned by District 2 CF. |
| 11. The Series C Preferred Stock is convertible at any time, at the holder's election, and has no expiration date. |
| /s/ Michael Bigger | 10/10/2024 | |
| Bigger Capital Fund, LP, By: Bigger Capital Fund GP, LLC, its general partner, By: /s/ Michael Bigger, Managing Member | 10/10/2024 | |
| Bigger Capital Fund GP, LLC, By: /s/ Michael Bigger, Managing Member | 10/10/2024 | |
| District 2 Capital Fund LP, By: District 2 GP LLC, its general partner, By: District 2 Holdings LLC, its managing member, By: /s/ Michael Bigger, Managing Member | 10/10/2024 | |
| District 2 Capital LP, By: District 2 Holdings LLC, its general partner, By: /s/ Michael Bigger, Managing Member | 10/10/2024 | |
| District 2 GP LLC, By: District 2 Holdings LLC, its managing member, By: /s/ Michael Bigger, Managing Member | 10/10/2024 | |
| District 2 Holdings LLC, By: /s/ Michael Bigger, Managing Member | 10/10/2024 | |
| The B.A.D. Company, LLC, By: Bigger Capital, LLC, its manager, By: /s/ Michael Bigger, Managing Member | 10/10/2024 | |
| Bigger Capital, LLC, By: /s/ Michael Bigger, Managing Member | 10/10/2024 | |
| ** 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 4 (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 Number. | ||