Filing Details
- Accession Number:
- 0001136261-17-000038
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-14 16:11:59
- Filed By:
- Glenbrook Capital Lp
- Company:
- Eastside Distilling Inc. (NASDAQ:EAST)
- Filing Date:
- 2017-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| GLENBROOK CAPITAL | 1,076,246 | 0 | 1,076,246 | 0 | 1,076,246 | 14.1% |
| GLENBROOK CAPITAL MANAGEMENT, a Nevada corporation ( GCM ) EIN 86-0848410 | 1,076,246 | 0 | 1,076,246 | 0 | 1,076,246 | 14.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934*
(Amendment No. 2)*
EASTSIDE DISTILLING, INC.
Name of Issuer)
Common Stock
(Title of Class of Securities)
27780 21 04
(CUSIP Number)
December 31, 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).
| CUSIP No. 27780 21 04 | SCHEDULE 13G | Page 2 of 6 |
| 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") | ||
| 2. | Check the Appropriate Box if a Member of a Group | (a) ¨ | |
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization Nevada | ||
| NUMBER OF | 5. | Sole Voting Power 1,076,246(1)(2) | |
| 6. | Shared Voting Power 0 | ||
| 7. | Sole Dispositive Power 1,076,246(1) | ||
| 8. | Shared Dispositive Power 0 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,076,246(2) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 14.1%(3) | ||
| 12. | Type of Reporting Person (See Instruction) PN | ||
| (1) | All share totals have been adjusted to reflect the 20-for-1 reverse stock split effected by the Issuer on October 18, 2016. |
| (2) | Does not include 122,000 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). 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 December 31, 2016, the Fund owned 1,076,246 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 Fund's beneficial ownership percentage falls to 9.99% or below. This amendment to Schedule 13G is being filed to update the beneficial ownership holdings of the Fund through December 31, 2016. |
| (3) | Based on 7,623,458 shares of common stock outstanding on December 31, 2016, as provided by the Issuer. |
| 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") | ||
| 2. | Check the Appropriate Box if a Member of a Group | (a) ¨ | |
| 3. | SEC Use Only
| ||
| 4. | Citizenship or Place of Organization Nevada | ||
| NUMBER OF | 5. | Sole Voting Power 1,076,246(1)(2)(3) | |
| 6. | Shared Voting Power 0 | ||
| 7. | Sole Dispositive Power 1,076,246(2)(3) | ||
| 8. | Shared Dispositive Power 0 | ||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 1,076,246(2)(3) | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 14.1%(4) | ||
| 12. | Type of Reporting Person (See Instruction) CO | ||
| (1) | All share totals have been adjusted to reflect the 20-for-1 reverse stock split effected by the Issuer on October 18, 2016. |
| (2) | Does not include 122,000 shares issuable upon exercise of common stock purchase warrants that were acquired by the Fund. 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 December 31, 2016 GCM (as the deemed beneficial owner) was deemed to own 1,076,246 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. |
| (3) | 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, and its deemed beneficial ownership is derivative, based on the holdings of the Fund. |
| (4) | Based on 7,623,458 shares of common stock outstanding on December 31, 2016. |
| Item 1(a). | Name of Issuer:
|
| Item 1(b). | Address of Issuer's principal executive offices:
|
| Item 2(a). | Name of person filing:
|
| Item 2(b). | Address or principal business office or, if none, residence:
|
| Item 2(c). | Citizenship:
|
| Item 2(d). | Title of class of securities:
|
| 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).Page 4 of 6
| Item 4. | Ownership
| ||
|
| (a)
| Amount beneficially owned:
| 1,076,246(1)
|
|
| (b)
| Percent of class:
| 14.1%(2)
|
|
| (c)
| Number of shares as to which the person has:
|
|
|
|
| (i) Sole power to vote or to direct the vote:
| 1,076,246(1)
|
|
|
| (ii) Shared power to vote or to direct the vote:
| 0
|
|
|
| (iii) Sole power to dispose or to direct the disposition of:
| 1,076,246(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, except to the extent of its pecuniary interest. |
| (2) | Based on 93,503,452 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
|
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
| Item 8. | Identification and Classification of Members of the Group
|
| Item 9. | Notice of Dissolution of the Group
|
| 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.
Page 5 of 6
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: February 14, 2017
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
Page 6 of 6