Sec Form 4 Filing - Doherty Daniel Joseph III @ REED'S, INC. - 2020-12-11

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 Doherty Daniel Joseph III 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) _____ Other (specify below) (Last) (First) (Middle) 201 MERRITT 7 CORPORATE PARK 3. Date of Earliest Transaction (MM/DD/YY) 12/11/2020 (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 Common Stock 12/11/2020 C 1,339,286 A $ 0.56 3,808,600 I See Footnote ( 1 ) Common Stock 85,790 ( 1 ) 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 Convertible Promissory Note $ 1.5 12/11/2020 J 12/27/2017 04/21/2021 Common Stock 2,266,667 ( 2 ) $ 750,000 I See Footnote ( 5 ) Convertible Promissory Note $ 1.5 12/11/2020 H 12/27/2017 04/21/2021 Common Stock ( 3 ) ( 3 ) 0 I See Footnote ( 5 ) Convertible Promissory Note $ 0.56 12/11/2020 P 12/11/2020 04/21/2021 Common Stock 1,339,286 ( 3 ) $ 750,000 I See Footnote ( 5 ) Convertible Promissory Note $ 0.56 12/11/2020 C 12/11/2020 04/21/2021 Common Stock 1,339,286 $ 0 0 I See Footnote ( 5 ) Warrant $ 0.644 12/11/2020 P 1,000,000 12/11/2020 12/11/2025 Common Stock 1,000,000 ( 4 ) 1,000,000 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Doherty Daniel Joseph III 201 MERRITT 7 CORPORATE PARK NORWALK,, CT06851 X X Signatures /s/ Daniel J. Doherty III 12/15/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 50,000 shares underlying exercisable options. ( 2 )$4,250,000 of principal and accrued interest on the Issuer's Convertible Promissory Note in the original principal amount of $3,400,000 was repaid in cash, leaving a remaining balance of $750,000 in accrued interest. ( 3 )Issuer's Convertible Promissory Note was amended to reduce the conversion price from $1.50 per share to $0.56 per share. ( 4 )Warrant was issued for no cash consideration in connection with the agreement by Raptor/Harbor Reeds SPV LLC to convert the unpaid balance of the Issuer's Convertible Promissory Note. ( 5 )These securities are held by Raptor/Harbor Reeds SPV LLC, a limited liability company in which the Reporting Person holds a significant membership interest. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in Raptor/Reeds.

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).

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