Sec Form 3 Filing - Zaltzman Leon Michael @ REED'S, INC. - 2022-03-10

FORM 3 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

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1. Name and Address of Reporting Person Zaltzman Leon Michael 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 (Last) (First) (Middle) 1120 AVENUE OF THE AMERICAS, FLOOR 15 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2022 (Street) NEW YORK, NY10036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, $0.0001 par value per share ("Common Stock") 18,012,117 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 (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 Warrants (Right to Buy) $ 0.2877 09/11/2022 09/11/2027 Common Stock 5,357,143 I See footnotes( 1 )( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Zaltzman Leon Michael 1120 AVENUE OF THE AMERICAS FLOOR 15 NEW YORK, NY10036 X X See Remarks Union Square Park GP, LLC 1120 AVENUE OF THE AMERICAS 15TH FLOOR NEW YORK, NY10036 X X See Remarks Signatures /s/ Union Square Park Partners, LP By: /s/ Leon M. Zaltzman, Name: Leon M. Zaltzman, Title: Managing Member of the General Partner 03/23/2022 Signature of Reporting Person Date /s/ Union Square Park Capital Management, LLC, By: /s/ Leon M. Zaltzman, Name: Leon M. Zaltzman, Title: Managing Member 03/23/2022 Signature of Reporting Person Date /s/ Union Square Park GP, LLC, By: /s/ Leon M. Zaltzman, Name: Leon M. Zaltzman, Title: Managing Member 03/23/2022 Signature of Reporting Person Date /s/ Leon M. Zaltzman 03/23/2022 Signature of Reporting Person Date

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.

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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