Sec Form 3 Filing - DENG Shufen @ REED'S, INC. - 2023-05-25

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 DENG Shufen 2. Issuer Name and Ticker or Trading Symbol REED'S, INC. [ REED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 26 HARBOUR ROAD, WANCHAI, ROOMS 3006-07, CHINA RESOURCES BUILDING 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2023 (Street) HONG KONG, K3000000 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 1,160,542 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 Purchase) $ 2.5 05/25/2023 05/25/2026 Common Stock 232,108 I See footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DENG Shufen 26 HARBOUR ROAD, WANCHAI ROOMS 3006-07, CHINA RESOURCES BUILDING HONG KONG, K3000000 X D&D Source of Life Holding Ltd. 26 HARBOUR ROAD, WANCHAI ROOMS 3006-07, CHINA RESOURCES BUILDING HONG KONG, K3000000 X Signatures By: /s/ DENG Shufen 06/05/2023 Signature of Reporting Person Date By: /s/ DENG Shufen, Director, of D&D Source of Life Holding Ltd. 06/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities reported herein are held directly by D&D Source of Life Holding Ltd. ("D&D"). DENG Shufen is the sole shareholder of D&D and may be deemed to beneficially own the securities reported herein. ( 2 )Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or her pecuniary interest therein.

Remarks: To provide additional context and facilitate understanding, the information contained in the Schedule 13D filed with the Securities and Exchange Commission by D&D Source of Life Holding Ltd. and DENG Shufen in relation to securities of the Issuer on or about June 5, 2023, is incorporated by reference into this Form 3. The Reporting Persons disclaim responsibility for the accuracy of the information provided by the Issuer.

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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