SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DENG Shufen

(Last)

(First)

(Middle)

GENESIS BUILDING, 5TH FLOOR,

GENESIS CLOSE, GEORGE TOWN, PO BOX 446

(Street)

GRAND CAYMAN

1-1106

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/25/2023		P		1,160,542	A	$2.585	1,160,542	I	See footnotes⁽¹⁾⁽²⁾
Common Stock	09/10/2024		P		3,268,795	A	$1.5	4,429,337	I	See footnotes⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (Right to Purchase)	$2.5	05/25/2023		P		232,108		05/25/2023	05/25/2026	Common Stock	232,108	$2.585	232,108	I	See footnotes⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

DENG Shufen

(Last)

(First)

(Middle)

GENESIS BUILDING, 5TH FLOOR,

GENESIS CLOSE, GEORGE TOWN, PO BOX 446

(Street)

GRAND CAYMAN

1-1106

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

D&D Source of Life Holding Ltd.

(Last)

(First)

(Middle)

GENESIS BUILDING, 5TH FLOOR,

GENESIS CLOSE, GEORGE TOWN, PO BOX 446

(Street)

GRAND CAYMAN

1-1106

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities reported herein are held directly by D&D Source of Life Holding Ltd. ("D&D"). DENG Shufen is the sole shareholder of D&D and may be deemed to beneficially own the securities reported herein.

2. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of its or her pecuniary interest therein.

Remarks:

To provide additional context and facilitate understanding, the information contained in the Schedule 13D/A filed with the Securities and Exchange Commission by D&D Source of Life Holding Ltd. and DENG Shufen in relation to securities of the Issuer on or about September 10, 2024, is incorporated by reference into this Form 4. The Reporting Persons disclaim responsibility for the accuracy of the information provided by the Issuer.

	By: /s/ DENG Shufen	09/13/2024
	By: /s/ DENG Shufen, Director, of D&D Source of Life Holding Ltd.	09/13/2024
	** 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 4 (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.

Director Deng Shufen bought $7,903,194 worth of shares (4,429,337 units at $1.78) (SEC Form 4)