Union Square Park Partners Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Union Square Park Capital Management, LLC

(Last)

(First)

(Middle)

1120 AVENUE OF THE AMERICAS

SUITE 1512

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/10/2022

3. Issuer Name and Ticker or Trading Symbol
REED'S, INC. [ REED ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value per share ("Common Stock")	18,012,117	I	See footnotes⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants (Right to Buy)	09/11/2022	09/11/2027	Common Stock	5,357,143	0.2877	I	See footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

Union Square Park Capital Management, LLC

(Last)

(First)

(Middle)

1120 AVENUE OF THE AMERICAS

SUITE 1512

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Union Square Park Partners, LP

(Last)

(First)

(Middle)

1120 AVENUE OF THE AMERICAS

15TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Explanation of Responses:

1. The securities reported herein are held directly by Union Square Park Partners, LP (the "USPP Fund"). Union Square Park Capital Management, LLC ("USPCM") serves as the investment manager to the USPP Fund. Union Square Park GP, LLC ("USPGP") serves as general partner of the USPP Fund. Leon M. Zaltzman serves as the managing member of each of USPCM and USPGP.

2. The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Remarks:

The Reporting Persons may have been deemed to beneficially own more than 10% of the Common Stock as of March 10, 2022. Mr. Zaltzman was appointed to the board of directors of the Issuer on March 21, 2022. Each of the USPP Fund, USPCM and USPGP may be deemed to be a director by deputization by virtue of the fact that Mr. Zaltzman currently serves on the board of directors of the Issuer. This Form 3 is currently being filed under the CIK of Union Square Park Partners, LP and Union Square Park Capital Management, LLC. A Form ID requesting a CIK number for Union Square Park GP, LLC and Leon M. Zaltzman is currently pending with the SEC and a copy of this Form 3 will be filed under the CIK numbers of Union Square Park GP, LLC and Leon M. Zaltzman once they are received.

	/s/ Union Square Park Partners, LP By: /s/ Leon M. Zaltzman, Name: Leon M. Zaltzman, Title: Managing Member of the General Partner	03/22/2022
	/s/ Union Square Park Capital Management, LLC, By: /s/ Leon M. Zaltzman, Name: Leon M. Zaltzman, Title: Managing Member	03/22/2022
	/s/ Union Square Park GP, LLC, By: /s/ Leon M. Zaltzman, Name: Leon M. Zaltzman, Title: Managing Member	03/22/2022
	/s/ Leon M. Zaltzman	03/22/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Union Square Park Partners Form 3Initial statement of insider ownership