SEC Form 4 · accession 0000899243-17-029658
REED'S, INC. · REED
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Raptor/Harbor Reeds SPV LLC
10% Owner
Period of report
Dec 27, 2017
Accepted (ET)
Dec 28, 2017 · 1:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001140215
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 27, 2017 | P | 2,666,667 | $1.50 | A | 3,433,334 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF2 | $1.50 | Dec 27, 2017 | J | 1,133,334 | A | Dec 27, 2017 | Apr 21, 2021 | Common Stock | 2,266,667 | 2,266,667 | D |
| WarrantF1 | $2.025 | Dec 27, 2017 | P | 1,333,333 | A | Dec 27, 2017 | Dec 27, 2020 | Common Stock | 1,333,333 | 1,333,333 | D |
Explanation of responses
- F1In the Issuer's rights offering to its shareholders, the Reporting Person purchased 2,666,667 Units (with each Unit consisting of (i) 1 share of Common Stock and (ii) a Warrant to purchase 1/2 share of Common Stock) at a purchase price of $1.50 per unit. The purchase of the shares is reported on Table I and the purchase of the Warrant is reported on the second line of Table II.
- F2In connection with the Reporting Person's backstop commitment agreement to purchase Units in the Issuer's rights offering, the Reporting Person agreed to extend the Maturity Date of the previously-outstanding Convertible Promissory Note in the principal amount of $3,400,000 from April 21, 2019 to April 21, 2021, and the Issuer agreed to reduce the conversion price from $3.00 per share to $1.50 per share.