Sec Form 13D Filing - Quad Capital Management Advisors LLC filing for Eastside Distilling Inc. (EAST) - 2019-09-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

 

Eastside Distilling Inc.

(Name of Issuer) 

 

Common Stock, $0.0001 par value

Common Stock, Par Value $0.001 per share
(Title of Class of Securities)

 

277802302
(CUSIP Number)

 

Paul Rubacky

Chief Compliance Officer and Chief Financial Officer

c/o Quad Management Capital Advisors, LLC

90 Park Avenue, 5th Floor

New York, NY 10016

(646) 432-0436

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 

August 27, 2019

(Date of Event which Requires

Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on 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).

 

 

  
 

 

SCHEDULE 13D

 

CUSIP No. 776650103   Page 2 of 14 Pages

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Quad Capital Management Advisors, LLC

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

o

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  545,062

 

8

 

SHARED VOTING POWER

  652,258

 

9

 

SOLE DISPOSITIVE POWER

  545,062

 

10

 

SHARED DISPOSITIVE POWER

  652,258

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

652,258

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

o

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.1%   (1)

 

14

 

TYPE OF REPORTING PERSON

  IA
                   

  

(1)This percentage is based on 9,167,352 shares outstanding as of June 30, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2019.

 

  
 

  

CUSIP No. 776650103   Page 3 of 14 Pages

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Quad Management Partners, LLC

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

o

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

[Delaware]

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  545,062

 

8

 

SHARED VOTING POWER

  652,258

 

9

 

SOLE DISPOSITIVE POWER

  545,062

 

10

 

SHARED DISPOSITIVE POWER

  652,258

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

652,258

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

o

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.1%   (1)

 

14

 

TYPE OF REPORTING PERSON

  OO (Limited Liability Company)
                   

  

(1)This percentage is based on 9,167,352 shares outstanding as of June 30, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2019.

 

  
 

 

CUSIP No. 776650103   Page 4 of 14 Pages

 

1

 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

John Guarino

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a)

 

o

 
 

 

 

 

(b)

 

o

 

 

3

 

SEC USE ONLY

 

 

4

 

SOURCE OF FUNDS (SEE INSTRUCTIONS)

  AF

 

5

 

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

o

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

  545,062

 

8

 

SHARED VOTING POWER

  652,258

 

9

 

SOLE DISPOSITIVE POWER

  545,062

 

10

 

SHARED DISPOSITIVE POWER

  652,258

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

652,258

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see(see INSTRUCTIONS)

 

o

 

 

  (SEE INSTRUCTIONS)

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  7.1% (1)

 

14

 

TYPE OF REPORTING PERSON

  IN
                   

  

(1)This percentage is based on 9,167,352 shares outstanding as of June 30, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2019.

 

 Page 5 of 14 Pages 
 

 

Explanatory Note

 

The Reporting Persons (as defined below) were eligible to file a Schedule 13G on May 22, 2019. As of August 27, 2019, pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended (the “Act”), the Reporting Person determined that they are now required to file this statement on Schedule 13D.

 

Item 1.Security and Issuer.

 

This statement on Schedule 13D (“Schedule 13D”) relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”) of Eastside Distilling, Inc., a Delaware corporation (the “Company” or the “Issuer”), whose principal executive offices are located at 1001 SE Water Avenue, Suite 390 Portland, Oregon 97214.

 

Item 2.Identity and Background.

 

(a) and (f) This Schedule 13D is being filed by (collectively, the “Reporting Persons”): (i) Quad Capital Management Advisors, LLC (“Quad” or the “Manager”), a Delaware limited liability company, (ii) Quad Management Partners, LLC, a Delaware limited liability company (“QMP”), and (iii) John Guarino, a citizen of the United States. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

This statement relates to shares of Common Stock held directly by certain funds and accounts, of which the Manager acts as investment manager or sub-adviser (collectively, the “Accounts”). All investment and voting decisions for the Accounts have been delegated to the Manager in its capacity as investment manager or sub-adviser. QMP is the sole member of the Manager. Mr. Guarino is the managing member of QMP. Each of the Reporting Persons may be deemed to beneficially own the shares of Common Stock held by the Accounts. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Exchange Act.

 

(b) The address of the principal offices of each of the Reporting Persons is 90 Park Avenue, Floor 5, New York, NY 10016.

 

(c) The principal business of the Manager is to provide investment advisory services and/or sub advisory services to the Accounts. The principal business of QMP is serving as the managing member of Quad. The principal occupation or employment of Mr. Guarino is to serve as the managing member of QMP.

 

(d) None of the Reporting Persons, during the last five years, has been convicted in a criminal proceeding.

 

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

The 652,258 shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired in the ordinary course of business for an aggregate of approximately $3,605,771] with working capital of the Accounts set aside for the general purpose of investing.

 

 Page 6 of 14 Pages 
 

 

Item 4.Purpose of Transaction.

 

The Reporting Persons acquired the shares of Common Stock reported herein for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business.

 

The Reporting Persons will continue to evaluate their investment in the Issuer’s Common Stock and may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock, including by engaging, to the extent permitted by applicable law, in short selling of, or any hedging or similar transaction with respect to, the Common Stock, at times and in such manner as they deem advisable. As part of its evaluation, the Reporting Persons will continue to monitor and assess the Issuer’s assets, liabilities, capital structure, operating performance, business prospects, market valuation, board composition and other related matters, as well as prevailing marketing conditions, alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations. Consistent with its investment research methods and evaluation criteria, the Reporting Persons may discuss such with managers or directors of the Issuer, other shareholders, industry analysts, industry participants, investment and financing professionals courses of credit and other investors.

 

Geoffrey Gwin (“Gwin”), an ordinary member of Quad and the managing member of one of the Accounts sub-advised by Quad, was appointed to the board of directors of the Issuer, and, in such capacity, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Due to the appointment of Gwin to the board of the Issuer, Reporting Persons are filing this Schedule 13D. Gwin is the managing member to Group G Capital Partners, LLC (“Group G”) a Delaware limited liability company, and investment adviser to Group G Investments, LP. Group G beneficially owns 107,196 shares of Common Stock, acquired in the ordinary course of business. In his capacity as an ordinary member and portfolio manager with Quad, Gwin is subject to Quad’s investment and risk restrictions and oversight. Gwin is not a control person of either Quad nor QMP.

 

Expect as set forth herein, the Reporting Persons currently have no plan or proposals with respect to any of the actions described n subsections (a) through (j) of Item 4 of schedule 13D.

 

Item 5.Interest in Securities of the Issuer.

 

(a)-(b)   The aggregate number and percentage of the shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. The beneficial ownership percentages reported herein are based on 9,167,352 Shares outstanding as of June 30, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the SEC on August 14, 2019.

 

As of the date hereof, the Accounts hold 652,258 shares of Common Stock.

 

(c)         Except for the transactions listed in Schedule A hereto, all of which were effected in the open market through a broker for the benefit of the Accounts, there have been no transactions in the shares of Common Stock by the Reporting Person during the past 60 days.

 

(d)         To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the Accounts, or their partners, members, affiliates or shareholders, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

 

(e)         This Item 5(e) is not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understanding or relationships (legal or otherwise) with any person with respect to any securities of the Issuer.

 

 Page 7 of 14 Pages 
 

 

Item 7.Material to be Filed as Exhibits.

 

Exhibit 1- Joint Filing Agreement

 

Exhibit 2 – Transaction Report

 

 

 

 Page 8 of 14 Pages 
 

  

Signatures

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 12, 2019

 

 

  Quad Capital Management Advisers, LLC
     
     
  By: /s/ Paul Rubacky
  Name: Paul Rubacky
  Title: Chief Compliance Officer and Chief
  Financial Officer
     
  Quad Management Partners, LLC
     
     
  By: /s/ Paul Rubacky
  Name: Paul Rubacky
  Title: Chief Compliance Officer and Chief
  Financial Officer
     
     
  By: /s/ John Guarino
  Name: John Guarino
  Title: Managing Member of Quad
Management Partners LLC

 

 Page 9 of 14 Pages 
 

  

Exhibit 1

 

The undersigned parties hereby agree that the Schedule 13D filed herewith (and any amendments thereto) relating to the Common Stock of Eastside Distilling, Inc. is being filed jointly on behalf of each of them with the Securities and Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

 

Dated: September 12, 2019

 

 

  Quad Capital Management Advisers, LLC
     
  By: /s/ Paul Rubacky
  Name: Paul Rubacky
  Title: Chief Compliance Officer and Chief
  Financial Officer
     
     
     
  Quad Management Partners, LLC
     
     
  By: /s/ Paul Rubacky
  Name: Paul Rubacky
  Title: Chief Compliance Officer and Chief
  Financial Officer
     
     
  By: /s/ John Guarino
  Name: John Guarino
  Title: Managing Member of Quad
Management Partners LLC

  

 Page 10 of 14 Pages 
 

  

Exhibit 2 - Transaction Report

 

Group G Capital Partners, LLC

 

 

Date   Number of Shares   Price per Share   Total Cost 
 05/23/2019    2,000   $4.76   $9,515 
 05/30/2019    775   $4.58   $3,548 
 06/03/2019    600   $4.49   $2,693 
 06/12/2019    250   $4.28   $1,071 
 06/13/2019    250   $4.16   $1,040 
 06/26/2019    250   $4.20   $1,049 
 07/17/2019    75   $4.54   $341 
 07/19/2019    4,300   $3.93   $16,882 
 07/22/2019    14,200   $3.62   $51,336 
 07/23/2019    125   $3.73   $466 
 08/15/2019    223   $4.00   $892 

 

 

Quad Capital Management Advisors, LLC

 

Date   Number of Shares   Price per Share   Total Cost 
 05/23/2019    6,656   $4.81   $32,032 
 05/23/2019    5,200   $4.90   $25,462 
 05/24/2019    2,120   $4.85   $10,293 
 05/24/2019    1,420   $4.70   $6,670 
 05/28/2019    13,136   $4.70   $61,779 
 05/28/2019    12,536   $4.72   $59,195 
 05/30/2019    12,025   $4.60   $55,340 
 05/31/2019    33,962   $4.37   $148,477 
 05/31/2019    16,554   $4.16   $68,804 
 06/03/2019    5,350   $4.55   $24,356 
 06/03/2019    1,280   $4.55   $5,828 
 06/04/2019    3,070   $4.71   $14,455 
 06/04/2019    2,000   $4.71   $9,428 
 06/05/2019    6,600   $4.69   $30,943 
 06/05/2019    600   $4.75   $2,850 
 06/06/2019    6,852   $4.60   $31,522 
 06/06/2019    2,600   $4.52   $11,765 
 06/07/2019    8,200   $4.74   $38,881 
 06/07/2019    2,007   $4.76   $9,555 
 06/10/2019    9,100   $4.47   $40,706 
 06/10/2019    900   $4.34   $3,902 

 

 Page 11 of 14 Pages 
 

 

Exhibit 2 - Transaction Report

 

 

Quad Capital Management Advisors, LLC

 

 

Date   Number of Shares   Price per Share   Total Cost 
 06/11/2019    4,300   $4.37   $18,770 
 06/11/2019    1,700   $4.29   $7,289 
 06/12/2019    2,298   $4.28   $9,839 
 06/13/2019    8,891   $4.30   $38,205 
 06/13/2019    14,959   $4.20   $62,902 
 06/14/2019    8,925   $4.32   $38,543 
 06/17/2019    6,800   $4.36   $29,658 
 06/17/2019    13,303   $4.19   $55,707 
 06/18/2019    7,800   $4.23   $33,011 
 06/18/2019    5,000   $4.16   $20,785 
 06/19/2019    6,200   $4.30   $26,659 
 06/20/2019    10,297   $4.46   $45,940 
 06/20/2019    11,742   $4.48   $52,559 
 06/21/2019    6,954   $4.36   $30,299 
 06/24/2019    4,792   $4.31   $20,638 
 06/24/2019    5,246   $4.23   $22,176 
 06/25/2019    3,400   $4.31   $14,647 
 06/25/2019    200   $4.25   $850 
 06/26/2019    11,050   $4.19   $46,307 
 06/26/2019    5,200   $4.08   $21,236 
 06/27/2019    3,100   $4.29   $13,313 
 07/01/2019    3,000   $4.53   $13,601 
 07/01/2019    527   $4.51   $2,375 
 07/02/2019    900   $4.51   $4,056 
 07/02/2019    2,283   $4.42   $10,085 
 07/08/2019    1,900   $4.42   $8,391 
 07/09/2019    9,200   $4.40   $40,467 
 07/09/2019    2,100   $4.30   $9,036 
 07/10/2019    2,315   $4.40   $10,190 
 07/10/2019    1,405   $4.37   $6,138 
 07/11/2019    6,100   $4.31   $26,270 
 07/12/2019    1,500   $4.35   $6,525 
 07/15/2019    3,085   $4.55   $14,052 
 07/15/2019    2,91 2   $4.53   $13,199 
 07/16/2019    25,466   $4.58   $116,511 
 07/16/2019    19,439   $4.65   $90,474 
 07/17/2019    2,625   $4.51   $11,850 
 07/18/2019    22,318   $3.98   $88,892 
 07/18/2019    18,696   $4.02   $75,136 
 07/22/2019    88,806   $3.63   $322,578 
 07/22/2019    75,228   $3.57   $268,225 

 

 Page 12 of 14 Pages 
 

 

Exhibit 2 - Transaction Report

 

 

Quad Capital Management Advisors, LLC

 

 

Date   Number of Shares   Price per Share   Total Cost 
 07/23/2019    29,092   $3.76   $109,415 
 07/23/2019    3,100   $3.82   $11,834 
 07/24/2019    3,740   $3.91   $14,605 
 07/24/2019    10,431   $3.89   $40,559 
 07/25/2019    10,224   $4.07   $41,594 
 07/25/2019    30,750   $4.02   $123,479 
 07/26/2019    4,286   $4.16   $17,827 
 07/26/2019    8,186   $4.17   $34,137 
 07/30/2019    2,400   $4.20   $10,090 
 07/30/2019    6,200   $4.20   $26,063 
 07/31/2019    3,390   $4.25   $14,391 
 07/31/2019    7,120   $4.25   $30,232 
 08/01/2019    4,810   $4.24   $20,386 
 08/01/2019    3,508   $4.18   $14,647 
 08/02/2019    3,000   $4.16   $12,485 
 08/02/2019    4,775   $4.11   $19,607 
 08/05/2019    6,556   $4.11   $26,939 
 08/06/2019    2,800   $4.29   $12,021 
 08/06/2019    5,047   $4.28   $21,613 
 08/07/2019    2,100   $4.14   $8,699 
 08/08/2019    2,400   $4.20   $10,083 
 08/08/2019    400   $4.12   $1,648 
 08/09/2019    14,099   $3.97   $56,013 
 08/12/2019    3,395   $4.10   $13,919 
 08/12/2019    3,300   $4.21   $13,885 
 08/13/2019    2,500   $4.02   $10,059 
 08/14/2019    15,300   $3.84   $58,810 
 08/14/2019    100   $4.20   $420 
 08/15/2019    66,953   $4.10   $274,625 
 08/15/2019    28,324   $4.09   $115,749 
 08/16/2019    5,818   $3.97   $23,091 
 08/16/2019    11,832   $4.02   $47,614 
 08/19/2019    4,662   $4.23   $19,703 
 08/19/2019    10,754   $4.11   $44,221 
 08/20/2019    9,601   $4.33   $41,578 
 08/20/2019    21,924   $4.26   $93,368 

 

 Page 13 of 14 Pages 
 

 

Exhibit 2 - Transaction Report

 

 

Quad Capital Management Advisors, LLC

 

 

Date   Number of Shares   Price per Share   Total Cost 
 08/21/2019    1,100   $4.52   $4,971 
 08/21/2019    9,550   $4.52   $43,183 
 08/22/2019    9,896   $4.74   $46,931 
 08/22/2019    13,579   $4.65   $63,172 
 08/23/2019    8,958   $4.65   $41,690 
 08/23/2019    7,900   $4.65   $36,702 

 

 

 

Page 14 of 14 Pages