Sec Form 4 Filing - GWIN GEOFFREY C @ Eastside Distilling, Inc. - 2019-12-17

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
GWIN GEOFFREY C
2. Issuer Name and Ticker or Trading Symbol
Eastside Distilling, Inc. [ EAST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
238 BLACK ROCK TPK
3. Date of Earliest Transaction (MM/DD/YY)
12/17/2019
(Street)
REDDING, CA06896
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 12/17/2019 P 101,000 A $ 2.59 ( 1 ) 753,258 I See footnote ( 2 )
Common Stock 12/18/2019 P 44,000 A $ 2.9 ( 3 ) 797,258 I See footnote ( 2 )
Common Stock 01/15/2020 M( 4 ) 9,059 A $ 3.2 11,929 D
Common Stock 107,196 I See footnote ( 5 )
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
Restricted Stock Units ( 6 ) 01/15/2020 A 9,059 01/15/2020( 7 ) 01/15/2020( 7 ) Common Stock 9,059 $ 0 9,059 D
Restricted Stock Units ( 6 ) 01/15/2020 M 9,059 01/15/2020( 7 ) 01/15/2020( 7 ) Common Stock 9,059 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GWIN GEOFFREY C
238 BLACK ROCK TPK
REDDING, CA06896
X
Signatures
/s/ Geoffrey C. Gwin 02/11/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $2.55 to $2.72. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request from the Securities and Exchange Commission ("SEC") staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for all of the purchases that make up this transaction.
( 2 )These securities are held by QCMA, and the total number of shares includes the 107,196 shares owned by Group G Investments referred to in footnote (5). QCMA serves as a sub-advisor of Group G Investments. The Reporting Person is a portfolio manager (for which he receives performance-based compensation) and a member of QCMA. As such, he may be deemed to be an indirect beneficial owner of QCMA's portfolio securities; however, he disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Act or for any other purpose.
( 3 )This transaction was executed in multiple trades at prices ranging from $2.77 to $3.07. The price reported reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request from the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for all of the purchases that make up this transaction.
( 4 )Represents the settlement upon vesting of restricted stock units ("RSUs") that were awarded on January 15, 2020.
( 5 )These securities are held by Group G Investments, LP ("Group G Investments"), the general partner of which is Group G Capital Partners, LLC. The Reporting Person is the managing member and Chief Investment Officer of Group G Capital Partners, LLC and is also a limited partner of Group G Investments. These shares are also included in the shares beneficially owned by QCMA as noted in footnote (2). By virtue of his roles with Group G Capital Partners, LLC, he may be deemed to be the indirect beneficial owner of Group G Investments' portfolio securities; however, he disclaims beneficial ownership of the reported. securities, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or for any other purpose.
( 6 )Each RSU is the economic equivalent of one share of Eastside Distilling, Inc. common stock. The closing price of EAST on January 15, 2020 was $3.20.
( 7 )All 9,059 RSUs vested immediately upon grant.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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