Director Swann Matthew J acquired 13,315 shares, increasing direct ownership by 13% to 119,065 units (SEC Form 4)
$CASK
Beverages (Production/Distribution)
Consumer Staples
| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Heritage Distilling Holding Company, Inc. [ CASK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 06/27/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/15/2025 | J(1) | 13,315 | A | $0(1) | 119,065 | D | |||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock | $0.5 | 06/27/2025 | P(2) | 10,000 | 12/24/2025 | 06/27/2028 | Common Stock | 264,000 | $10 | 10,000 | D | ||||
| Series B Convertible Preferred Stock | $0.5 | 08/15/2025 | J(1) | 10,000 | 12/24/2025 | 06/27/2028 | Common Stock | 13,315 | $0(1) | 0 | D | ||||
| Pre-Funded Warrant to Purchase Common Stock | $0.01 | 08/15/2025 | J(1) | 133,155 | (3) | 08/08/2030 | Common Stock | 133,155 | $0(1) | 133,155 | D | ||||
| Pre-Funded Warrant to Purchase Common Stock | $0.01 | 08/15/2025 | J(1) | 119,839 | (4) | 08/08/2030 | Common Stock | 119,839 | $0(1) | 119,839 | D | ||||
| Explanation of Responses: |
| 1. On August 15, 2025, the reporting person exchanged 10,000 shares of Series B Convertible Preferred Stock for (i) 13,315 shares of common stock, par value $0.0001 per share (the "Common Stock"), of Heritage Distilling Holding Company, Inc. and (ii) pre-funded warrants to purchase an aggregate of 252,994 shares of Common Stock pursuant to an exchange agreement. |
| 2. The reporting person acquired shares of Series B Convertible Preferred Stock on June 27, 2025, which were inadvertently omitted from the reporting person's prior filings. This Form 4 corrects the prior omission by reporting such acquisition. |
| 3. The pre-funded warrant reported herein will become exercisable on the earlier of (i) three months after the date of issuance of such warrant or (ii) the first trading day after the date of issuance of such warrant on which the closing price of the Common Stock equals or exceeds $1.50 per share. |
| 4. The pre-funded warrant reported herein will become exercisable on the earlier of (i) six months after the date of issuance of such warrant or (ii) the first trading day after the date of issuance of such warrant on which the closing price of the Common Stock equals or exceeds $2.00 per share. |
| Remarks: |
| /s/ Justin B. Stiefel, attorney-in-fact for Matthew J. Swann | 08/19/2025 | |
| ** 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. | ||