Sec Form 4 Filing - Tinnelly Joann Christine @ REED'S, INC. - 2024-04-29

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Tinnelly Joann Christine 2. Issuer Name and Ticker or Trading Symbol REED'S, INC. [ REED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) 201 MERRITT 7 CORPORATE PARK 3. Date of Earliest Transaction (MM/DD/YY) 04/29/2024 (Street) NORWALK,, CT06851 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/29/2024 05/01/2024 P 17,334 ( 1 ) A 38,035 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Non-qualified Stock Options $ 1.3 04/29/2024 05/01/2024 P 25,661 ( 3 ) 04/29/2034 common stock 1 ( 4 ) 25,661 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tinnelly Joann Christine 201 MERRITT 7 CORPORATE PARK NORWALK,, CT06851 CFO Signatures /s/ Joann Tinnelly 05/09/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Included in Table II, 17,334 shares of common stock underlying non-qualified stock options currently exercisable or exercisable within 60 days granted under the Registrant's 2024 Inducement Plan on March 22, 2024. ( 2 )Includes shares from Item 1 and 9,691 shares issuable upon exercise of other outstanding stock options that are currently exercisable or exercisable within 60 days. ( 3 )Non-qualified stock options to purchase 17,334 shares of common stock vest immediately. Non-qualified stock options to purchase 1,243, 1,237 and 1,234 vest on March 28, 2025, March 28, 2026 and March 28, 2027, respectively, subject to satisfaction of performance based criteria. Non-qualified stock options to purchase 902, 1,237, 1,237, and 1,237 shares of common stock vest on September 16, 2024, March 31, 2025, March 31, 2026 and March 31, 2027, respectively. ( 4 )Grant by Registrant of employee non-qualified stock options under the Registrant's 2024 Inducement Plan.

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.