Sec Form 3 Filing - Tinnelly Joann Christine @ REED'S, INC. - 2023-03-31

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 Tinnelly Joann Christine 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) INTERIM CFO (Last) (First) (Middle) 201 MERRITT 7 CORPORATE PARK 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2023 (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 11,252 ( 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 Employee Stock Option ( 2 ) $ 47.5 03/18/2024 03/18/2030 Common Stock 903 D Employee Non-Qualified Stock Option ( 2 ) $ 47.5 ( 3 ) 03/18/2030 Common Stock 108 D Employee Incentive Stock Option ( 2 ) $ 47.5 03/18/2024 03/18/2030 Common Stock 1,697 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tinnelly Joann Christine 201 MERRITT 7 CORPORATE PARK NORWALK,, CT06851 INTERIM CFO Signatures /s/ Joann Tinnelly 04/18/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 7,885 shares underlying currently exercisable stock options under the 2017 Incentive Compensation Plan expiring 2/4/2027. Of these, 2,500 have an exercise price of $124.50 and 960 have an exercise price of $25.00. ( 2 )Stock options under 2020 Equity Incentive Plan. Does not include vested but unexercised stock option. awards included in Table I. ( 3 )Performance based awards vesting based on performance criteria to be determined by the board of directors of Registrant

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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