Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. 1)*

EASTSIDE DISTILLING, INC.
                                                                                               
Name of Issuer)

Common Stock
                                                                                               
(Title of Class of Securities)

27780 21 04
                                                                                               
(CUSIP Number)

June 22, 2016
                                                                                               
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

o

Rule 13d-1(b)
þRule 13d-1(c)
oRule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 27780 21 04

SCHEDULE 13G

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1.	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) GLENBROOK CAPITAL, L.P., a Nevada Limited Partnership (the "Fund") EIN: 86-0847279
2.	Check the Appropriate Box if a Member of a Group (See Instructions)		(a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	Sole Voting Power 12,499,712(1)
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 12,499,712(1)
	8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,499,712(1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 13.4%(2)
12.	Type of Reporting Person (See Instruction) PN

(1) Does not include 10,200,000 shares issuable upon exercise of common stock purchase warrants that were acquired by the Fund as a component of units (each unit consisting of one share of common stock and one warrant). Of this total, 6,000,000 warrants were mistakenly included in the beneficial ownership total for the Reporting Person on the originally-filed Schedule 13G. The warrants contain a blocker that prohibits the holder from exercising the warrants if such exercise will result in the 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. Because on June 22, 2016, following an additional purchase of units of common stock and warrants, the Fund owned 12,499,712 shares of Common Stock, representing more than 9.99% of the Issuer's outstanding shares, the warrants will not be exercisable until such time as the reporting person's beneficial ownership percentage falls to 9.99% or below. This amendment to Schedule 13G is being filed to (i) clarify the exercise status of the warrants and its impact on the beneficial ownership of the Reporting Persons who are parties to this Schedule 13G and (ii) update the beneficial ownership holdings of the Reporting Persons through June 22, 2016.
(2) Based on 93,503,452 shares of common stock outstanding on June 22, 2016, following the closing of the second tranche of the private placement.

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CUSIP No. 27780 21 04

SCHEDULE 13G

Page 3 of 6

1.	Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) GLENBROOK CAPITAL MANAGEMENT, a Nevada corporation ("GCM") EIN: 86-0848410
2.	Check the Appropriate Box if a Member of a Group (See Instructions)		(a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5.	Sole Voting Power 12,499,712(1)(2)
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 12,499,712(1)(2)
	8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 12,499,712(1)(2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ (See Instructions)
11.	Percent of Class Represented by Amount in Row (9) 13.4%(3)
12.	Type of Reporting Person (See Instruction) CO

(1) Does not include 10,200,000 shares issuable upon exercise of common stock purchase warrants that were acquired by the Fund as a component of units (each unit consisting of one share of common stock and one warrant). Of this total, 6,000,000 warrants were mistakenly included in the beneficial ownership total for the Reporting Person on the originally-filed Schedule 13G. The warrants contain a blocker that prohibits the holder from exercising the warrants if such exercise will result in the 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. Because on the date of acquisition GCM (as the deemed beneficial owner) was deemed to own 12,499,712 shares of Common Stock, representing more than 9.99% of the Issuer's outstanding shares, the warrants will not be exercisable until such time as the Fund's beneficial ownership percentage falls to 9.99% or below. This amendment to Schedule 13G is being filed to clarify the exercise status of the warrants and its impact on the beneficial ownership of the Reporting Persons who are parties to this Schedule 13G.
(2) GCM is the corporate general partner of the Fund. In that capacity, it has voting and dispositive power over the shares owned by the Fund. It does not, itself, own any securities of the issuer.
(3) Based on 93,503,452 shares of common stock outstanding on the Acquisition Date, following the closing of the subject private placement.

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Item 1(a).	Name of Issuer:   EASTSIDE DISTILLING, INC.
Item 1(b).	Address of Issuer's principal executive offices:   1805 SE Martin Luther King Jr. Boulevard Portland, OR 97214
Item 2(a).	Name of person filing:   Glenbrook Capital, L.P. (the "Fund") Glenbrook Capital Management (the "General Partner")
Item 2(b).	Address or principal business office or, if none, residence:   Both the Fund and the General Partner maintain their principal offices at 430 Cambridge Avenue, Suite 100, Palo Alto, CA 94306
Item 2(c).	Citizenship:   Glenbrook Capital, L.P. is a Nevada limited partnership. Glenbrook Capital Management, its general partner, is a Nevada corporation.
Item 2(d).	Title of class of securities:   Common Stock
Item 2(e).	CUSIP No. 27780 21 04
Item 3.	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person is filing is a:

(a)   

o    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)   

o    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)   

o    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)   

o    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)   

o    An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);

(f)   

o    An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);

(g)   

o    A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);

(h)   

o    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)   

o    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 915 U.S.C. 80a-3);

(j)   

o    Group, in accordance with 240.13d-1(b)(1)(ii)(J).

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Item 4.	Ownership
	(a)	Amount beneficially owned:	12,499,712(1)
	(b)	Percent of class:	13.4%(2)
	(c)	Number of shares as to which the person has:
		(i) Sole power to vote or to direct the vote:	12,499,712(1)
		(ii) Shared power to vote or to direct the vote:	0
		(iii) Sole power to dispose or to direct the disposition of:	12,499,712(1)
		(iv) Shared power to dispose or to direct the disposition of:	0

__________

(1) All of the shares are owned beneficially by Glenbrook Capital, L.P. Glenbrook Capital Management may be deemed to possess voting and dispositive power in its capacity as general partner of Glenbrook Capital, L.P.; however, Glenbrook Capital Management disclaims beneficial ownership of such shares.
(2) Based on 95,503,459 shares of common stock outstanding on June 22, 2016, following the closing of the subject private placement.

Item 5.	Ownership of Five Percent or Less of a Class   Inapplicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person   Inapplicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company   Inapplicable
Item 8.	Identification and Classification of Members of the Group   Inapplicable
Item 9.	Notice of Dissolution of the Group   Inapplicable
Item 10.	Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 11, 2016

GLENBROOK CAPITAL, L.P.
a Nevada Limited Partnership

By: GLENBROOK CAPITAL MANAGEMENT
a Nevada corporation,
its General Partner

By: /s/ Richard Rudgley
Name: Richard Rudgley
Title: President

GLENBROOK CAPITAL MANAGEMENT
a Nevada corporation

By: /s/ Richard Rudgley
Name: Richard Rudgley
Title: President

 

 

 

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