Statement of Changes in Beneficial Ownership (4)
15 Dezembro 2020 - 2:04PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Raptor/Harbor Reeds SPV LLC |
2. Issuer Name and Ticker or Trading Symbol
REED'S, INC.
[
REED
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
280 CONGRESS STREET, 12TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/11/2020 |
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(Street)
BOSTON, MA 02210
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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 | 12/11/2020 | | C | | 1339286 | A | $0.56 | 3808600 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Convertible Promissory Note | $1.50 | 12/11/2020 | | J | | | 4250000 | 12/27/2017 | 4/21/2021 | Common Stock | 2266667 | (1) | $750000.00 | D | |
| Convertible Promissory Note | $1.50 | 12/11/2020 | | H | | | 750000 | 12/27/2017 | 4/21/2021 | Common Stock | 500000 | (2) | 0 | D | |
| Convertible Promissory Note | $0.56 | 12/11/2020 | | P | | 750000 | | 12/11/2020 | 4/21/2021 | Common Stock | 1339286 | (2) | $750000.00 | D | |
| Convertible Promissory Note | $0.56 | 12/11/2020 | | C | | | 750000 | 12/11/2020 | 4/21/2021 | Common Stock | 1339286 | $0.00 | 0 | D | |
| Warrant | $0.644 | 12/11/2020 | | P | | 1000000 | | 12/11/2020 | 12/11/2025 | Common Stock | 1000000 | (3) | 1000000 | D | |
| Explanation of Responses: |
| (1) | $4,250,000 of principal and accrued interest on the Issuer's Convertible Promissory Note in the original principal amount of $3,400,000 was repaid in cash, leaving a remaining balance of $750,000 in accrued interest. |
| (2) | Issuer's Convertible Promissory Note was amended to reduce the conversion price from $1.50 per share to $0.56 per share. |
| (3) | Warrant was issued for no cash consideration in connection with the Reporting Person's agreement to forgive a portion of the unpaid balance of the Issuer's Convertible Promissory Note and to convert the remaining balance. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Raptor/Harbor Reeds SPV LLC
280 CONGRESS STREET, 12TH FLOOR
BOSTON, MA 02210 |
| X |
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Signatures
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| /s/ Raptor/Harbor Reeds SPV LLC, by Daniel P. Hart, General Counsel of Manager | | 12/15/2020 |
| **Signature of Reporting Person | Date |
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