FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
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Block Paul |
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2. Issuer Name and Ticker or Trading Symbol Eastside Distilling, Inc. [EAST]
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Chairman & CEO
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22 BURR FARMS ROAD |
3. Date of Earliest Transaction (Month/Day/Year) 09/18/2020 |
WESTPORT,, CT 06880 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 09/18/2020 |
| F (1) |
| 11,956 | D |
$1.35 | 152,954 | D |
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Common Stock | 10/30/2020 |
| F (2) |
| 11,956 | D |
$1.3 | 140,998 | D |
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Common Stock | 11/27/2020 |
| F (3) |
| 10,726 | D |
$1.78 | 130,272 | D |
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Common Stock | 12/24/2020 |
| F (4) |
| 10,726 | D |
$1.36 | 119,546 | D |
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Common Stock | 03/31/2021 |
| M (5) |
| 27,320 | A |
$
0
(6) | 148,866 | D |
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Common Stock | 03/31/2021 |
| M (7) |
| 9,107 | A |
$
0
(6) | 155,973 | D |
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Common Stock | 03/31/2021 |
| F (8) |
| 12,064 | D |
$1.83 | 143,909 | D |
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Common Stock | 05/19/2021 |
| P |
| 20,000 | A |
$1.79 | 163,909 | D |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units | (9) | 01/19/2021 |
| A |
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$200,000 |
| 03/31/2021 (8) | 12/31/2023 (8) | Common Stock |
$200,000 |
$
0
(6) |
$300,000 | D |
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Restricted Stock Units |
$1.83 | 03/31/2021 |
| M |
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$50,000 | 03/31/2021 (10) | 06/30/2021 (10) | Common Stock | 27,320 | (9) |
$250,000 | D |
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Restricted Stock Units |
$1.83 | 03/31/2021 |
| M |
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$16,667 | 03/31/2021 (8) | 12/31/2023 (8) | Common Stock | 9,107 | (9) |
$233,333 | D |
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Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Block Paul 22 BURR FARMS ROAD WESTPORT,, CT 06880 |
X
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Chairman & CEO |
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Signatures
/s/ Paul Block | |
05/21/2021 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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). |
(1) | Pursuant to that certain Executive Employment Agreement between Eastside Distilling, Inc. (the "Issuer") and Paul R. Block, which was executed on July 7, 2020 (the "Employment Agreement"), Mr. Block is entitled to receive 31,250 shares of common stock each month beginning July 2020 and continuing through December 2020, which shares will be issued under the Issuer's 2016 Equity Incentive Plan (the "Plan"). The reporting person is reporting the withholding by the Issuer of an aggregate of 11,956 shares of common stock (from the 31,250 shares of common stock that vested on September 18, 2020 pursuant to the Employment Agreement) to satisfy payment of the reporting person's tax withholding obligations. |
(2) | The reporting person is reporting the withholding by the Issuer of an aggregate of 11,956 shares of common stock (from the 31,250 shares of common stock that vested on October 30, 2020 pursuant to the Employment Agreement) to satisfy payment of the reporting person's tax withholding obligations. |
(3) | The reporting person is reporting the withholding by the Issuer of an aggregate of 10,726 shares of common stock (from the 31,250 shares of common stock that vested on November 27, 2020 pursuant to the Employment Agreement) to satisfy payment of the reporting person's tax withholding obligations. These shares were not actually issued and withheld until January 11, 2021. |
(4) | The reporting person is reporting the withholding by the Issuer of an aggregate of 10,726 shares of common stock (from the 31,250 shares of common stock that vested on December 24, 2020 pursuant to the Employment Agreement) to satisfy payment of the reporting person's tax withholding obligations. These shares were not actually issued and withheld until January 11, 2021. |
(5) | Represents settlement upon vesting of restricted stock units ("RSUs") that were awarded on July 10, 2020. These shares were not actually issued until March 31, 2021. |
(6) | Awarded pursuant to the Plan. Each RSU represents the right to receive shares of common stock upon settlement for no consideration. |
(7) | Represents settlement upon vesting of restricted stock units ("RSUs") that were awarded on January 19, 2021. These shares were not actually issued until March 31, 2021. |
(8) | The reporting person is reporting the withholding by the Issuer an aggregate of 12,064 shares of common stock that vested on March 31, 2021 but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of common stock to the reporting person upon vesting of RSUs. These shares were not actually issued and withheld until March 31, 2021. |
(9) | Pursuant to the Employment Agreement, on January 19, 2021, the Compensation Committee of the Issuer's Board of Directors awarded the reporting person $200,000 in value of RSUs, (1/12) of which will be earned and vested on each of March 31, June 30, September 30 and December 31, beginning March 31, 2021 and ending December 31, 2023, if the reporting person remains employed on the applicable quarterly vesting date. |
(10) | Pursuant to the Employment Agreement, on July 7, 2020, the Compensation Committee of the Issuer's Board of Directors awarded the reporting person $100,000 in value of RSUs, (1/2) of which will be earned and vested on each of March 31, 2021 and June 30, 2021, if the reporting person remains employed on the applicable quarterly vesting date. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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