SEC FORM 4

SEC FORM 4 SEC Form 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Union Square Park Capital Management, LLC

(Last)

(First)

(Middle)

1120 AVENUE OF THE AMERICAS,

SUITE 1512

(Street)

NEW YORK,

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REED'S, INC. [ REED ]

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock⁽³⁾	05/25/2023	05/30/2023	P		193,424	A	⁽³⁾	699,494⁽⁴⁾	I	SEE FOOTNOTES⁽¹⁾⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant⁽³⁾	$2.5	05/25/2023	05/30/2023	P		1		05/25/2023	05/25/2026	common stock	38,685	⁽³⁾	1	I	SEE FOOTNOTES⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Union Square Park Capital Management, LLC

(Last)

(First)

(Middle)

1120 AVENUE OF THE AMERICAS,

SUITE 1512

(Street)

NEW YORK,

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Union Square Park GP, LLC

(Last)

(First)

(Middle)

1120 AVENUE OF THE AMERICAS

15TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Zaltzman Leon Michael

(Last)

(First)

(Middle)

1120 AVENUE OF THE AMERICAS

FLOOR 15

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Union Square Park Partners, LP

(Last)

(First)

(Middle)

1120 AVENUE OF THE AMERICAS

15TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

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.

3. Purchase in issuer's PIPE transaction at a price of $2.585 per share plus 1/5 warrant. Warrant contains 19.9% blocker which may be removed by holder upon 60 days' notice to issuer.

4. Includes 145,828 shares issuable upon exercise of warrants.

Remarks:

The Reporting Persons may have been deemed to beneficially own more than 10% of the Common Stock as of May 31, 2023. 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. This Form 3 is currently being filed under the CIK of Union Square Park Partners, LP, Union Square Park Capital Management, LLC, Union Square Park GP, LLC and Leon M. Zaltzman.

	/s/ Union Square Park Partners, LP By: /s/ Leon M.Zaltzman Name: Leon M. Zaltzman, Title: Managing Member of the General Partner	06/01/2023
	/s/ Union Square Park GP, LLC, By: /s/ Leon M. Zaltzman Title: Managing Member	06/01/2023
	/s/ Union Square Park Capital Management, LLC By: /s/ Leon M. Zaltzman Name: Leon M. Zaltzman Title: Managing Member	06/01/2023
	/s/ Leon M. Zaltzman	06/01/2023
	** 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).
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SEC Form 4 filed by Union Square Park Capital Management, Llc