Sec Form 4 Filing - GLENBROOK CAPITAL LP @ Eastside Distilling, Inc. - 2016-12-29

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
GLENBROOK CAPITAL LP
2. Issuer Name and Ticker or Trading Symbol
Eastside Distilling, Inc. [ ESDI]
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)
430 CAMBRIDGE AVENUE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2016
(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 12/29/2016 X 100,000 A $ 1.3 ( 1 ) 1,051,246 D
Common Stock 12/30/2016 X 25,000 A $ 1.3 ( 1 ) 1,076,246 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
Common Stock Purchase Warrants (right to buy) $ 1.3 ( 1 ) 12/29/2016 X 100,000 06/27/2016( 2 ) 06/27/2019 Common Stock 100,000 $ 0 22,500 D
Common Stock Purchase Warrants (right to buy) $ 2 12/29/2016 J( 3 ) 25,000 06/09/2016( 2 ) 06/09/2019 Common Stock 25,000 $ 0 ( 3 ) 25,000 D
Common Stock Purchase Warrants (right to buy) $ 1.3 ( 1 ) 12/30/2016 X 25,000 06/09/2016( 2 ) 06/09/2019 Common Stock 25,000 $ 0 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GLENBROOK CAPITAL LP
430 CAMBRIDGE AVENUE
SUITE 100
PALO ALTO, CA94306
X
Signatures
Richard Rudgley, President of Glenbrook Capital Management, the General Partner 01/03/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 25, 2016, the Issuer temporarily reduced the exercise price of its outstanding warrants from $2.00 ($0.10 prior to the October 18, 2016 reverse stock split) to $1.30, and the warrants were exercised at the reduced exercise price.
( 2 )The warrants contain a blocker that prohibits the holder from exercising the warrants if such exercise will result in beneficial ownership by the holder and its affiliates of more than 9.99% of the Issuer's outstanding shares. The blocker may only be amended by written consent of both the Issuer and the holder. Since the holder's beneficial ownership percentage is over 9.99%, the warrants are currently not exercisable, absent a waiver. The blocker was waived by mutual consent of the Issuer and the reporting person.
( 3 )The warrants were assigned to the reporting person and transferred for no consideration.

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