Sec Form 4 Filing - WICKERSHAM GROVER T @ Eastside Distilling, Inc. - 2016-10-13

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 of the Board
(Last) (First) (Middle)
430 CAMBRIDGE AVENUE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
10/13/2016
(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 6,343,099 I By Employee Profit Sharing Plan ( 1 )
Common Stock 2,195,088 D
Common Stock 4,418,000 I By Irrevocable Trust ( 2 )
Common Stock 373,328 I By Charitable Remainder Trust ( 3 )
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
Non-Qualified Option (right to buy) $ 0.09 10/13/2016 A 700,000 10/13/2016( 4 ) 10/13/2026 Common Stock 700,000 $ 0 ( 5 ) 700,000 D
Common Stock Purchase Warrants (right to buy) $ 0.1 06/22/2016( 6 ) 06/22/2019 Common Stock 4,000,000 4,000,000 I By Irrevocable Trust ( 2 )
Common Stock Purchase Warrants (right to buy) $ 0.1 06/22/2016( 6 ) 06/22/2019 Common Stock 2,000,000 2,000,000 D
Common Stock Purchase Warrants (right to buy) $ 0.1 06/30/2016( 6 ) 06/30/2019 Common Stock 500,000 500,000 I By Employees' Profit Sharing Plan ( 1 )
Common Stock Purchase Warrants (right to buy) $ 0.1 06/30/2016( 6 ) 06/30/2019 Common Stock 500,000 500,000 I By Charitable Remainder Trust ( 3 )
Common Stock Purchase Warrants (right to buy) $ 0.1 07/11/2016( 6 ) 07/11/2019 Common Stock 1,200,000 1,200,000 I By Employees' Profit Sharing Plan ( 1 )
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 of the Board
Signatures
/s/ Grover T. Wickersham 10/17/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )This non-qualified stock option was granted pursuant to the Eastside Distilling, Inc. 2016 Equity Incentive Plan. 100,000 Non-Qualified Options ("Options") vest on the date first listed. An additional 100,000 Options will vest monthly until a total of 700,000 Options have vested.
( 5 )The options were issued pursuant to the Issuer's 2016 Equity Incentive Plan.
( 6 )The warrants contain a blocker that prohibits the holder from exercising the warrants if such exercise will result in beneficial ownership by the holder 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. Once the holder's beneficial ownership percentage, calculated in accordance with Rule 13d-3(i), reaches 9.99%, the warrants will not be exercisable until such time as the holder's beneficial ownership percentage falls to 9.99% or below.

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