Sec Form 4 Filing - WICKERSHAM GROVER T @ Eastside Distilling, Inc. - 2016-11-23

Insider filing report for Changes in Beneficial Ownership
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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
WICKERSHAM GROVER T
2. Issuer Name and Ticker or Trading Symbol
Eastside Distilling, Inc. [ ESDI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
430 CAMBRIDGE AVENUE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
11/23/2016
(Street)
PALO ALTO, CA94306
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 11/23/2016 P 12,500 A $ 0.6 31,167 ( 1 ) I By charitable remainder trust ( 2 )
Common Stock 109,755 ( 1 ) D
Common Stock 220,900 ( 1 ) I By irrevocable trust ( 3 )
Common Stock 317,155 ( 1 ) I By employee profit sharing plan ( 4 )
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
Common Stock Purchase Warrants (right to buy) $ 2 11/23/2016 P 37,500 11/23/2016( 5 ) 11/23/2019 Common Stock 37,500 $ 0 ( 6 ) 37,500 I By charitable remainder trust ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WICKERSHAM GROVER T
430 CAMBRIDGE AVENUE, SUITE 100
PALO ALTO, CA94306
X X Chairman and CEO
Signatures
Grover T. Wickersham 11/25/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a 20-for-1 reverse stock split effective October 18, 2016.
( 2 )The reporting person is a joint trustee and beneficiary of the Grover T. and Jill Z. Wickersham 2000 Charitable Remainder Trust (the "CRUT"), which is the owner of the reported securities. The reporting person disclaims beneficial ownership of the securities owned by the CRUT, except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 3 )The reporting person is the trustee of The Lindsay Anne Wickersham 1999 Irrevocable Trust (the "Irrevocable Trust"), which is the owner of the reported securities. The reporting person disclaims beneficial ownership of the securities owned by the Irrevocable Trust. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 4 )The reporting person is the trustee of the Grover T. Wickersham P.C. Employees' Profit Sharing Plan (the "PSP"), which is the owner of the reported securities. The reporting person disclaims beneficial ownership of the securities owned by the PSP, except to the extent of his pecuniary interest in the PSP. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
( 5 )The warrants contain a blocker that prohibits the holder from exercising the warrants if such exercise will result in beneficial ownership of more than 9.99% of the Issuer's outstanding shares by the warrantholder and his affiliates. The blocker may only be amended by written consent of both the Issuer and the holder. Since the reporting person's beneficial ownership percentage is over 9.99%, the warrants are currently not exercisable. The warrants will not be exercisable until the reporting person's beneficial ownership percentage falls below 9.99% (taking into account exercise of the warrants), or the blocker is waived by the mutual consent of the reporting person and the Issuer.
( 6 )The warrants were issued for no additional consideration in connection with the purchase by the reporting person of a $75,000 promissory note.

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