Sec Form 4 Filing - COHANE NEAL @ REED'S, INC. - 2020-05-20

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

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1. Name and Address of Reporting Person COHANE NEAL 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) Chief Sales Officer (Last) (First) (Middle) 201 MERRITT 7 CORPORATE PARK 3. Date of Earliest Transaction (MM/DD/YY) 05/20/2020 (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

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 stock option $ 0.7 05/20/2020 05/27/2020 A 200,000 ( 1 ) 05/20/2030 common stock 200,000 ( 2 ) 200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COHANE NEAL 201 MERRITT 7 CORPORATE PARK NORWALK,, CT06851 Chief Sales Officer Signatures /s/ Neal Cohane 05/28/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On-half of the stock option award is time based, vesting in equal increments on the first, second, third and fourth anniversaries of the date of grant. The remainder vests as follows: options to purchase up to 21,370 shares on March 28, 2021, options to purchase up to 28,630 shares on March 28, 2022, and options to purchase up to 25,000 shares on each of March 28, 2023 and March 28, 2024, contingent upon the executive's achievement of performance goals set by the board, in its sole discretion. The exercise per share is $0.70. The award is subject to the terms and conditions of the Reed's Inc. 2017 Second Amended and Restated Incentive Compensation Plan, the award agreement and applicable laws. ( 2 )Stock option award

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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