FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/12/2024 |
3. Issuer Name and Ticker or Trading Symbol
Heritage Distilling Holding Company, Inc. [ CASK ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) |
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Common Stock | 37,844(1) | D | |
Common Stock | 13,699 | I | By spouse(2) |
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) | ||
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Stock Units | (3) | (3) | Common Stock | 42,000 | (4) | D | |
Restricted Stock Units | (3) | (3) | Common Stock | 42,000 | (4) | I | By spouse(2) |
Warrants to Purchase Shares of Common Stock | (5) | (5) | Common Stock | 27,000 | (5) | D | |
Warrants to Purchase Shares of Common Stock | (5) | (5) | Common Stock | 27,000 | (5) | I | By spouse(2) |
Explanation of Responses: |
1. Includes 260 shares beneficially owned through American Estate and Trust, LC FBO Jennifer Stiefel IRA account |
2. These securities are held by Justin B. Stiefel, the spouse of the reporting person. For purposes of Section 16 of the Exchange Act, the reporting person disclaims beneficial ownership of any such securities, except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that such reporting person is the beneficial owner of such securities for purposes of Section 16 or otherwise. |
3. The restricted stock units ("RSUs") were granted on June 5, 2024. The holder of the RSUs has met the time and service-based requirement and the RSUs shall become fully vested upon the expiration of the lock-up agreement, executed by such holder, which is 180 days following the date of the underwriting agreement between Issuer and Newbridge Securities Corporation, acting as representative to several underwriters. |
4. Each RSU represents a contingent right to receive one share of Issuer's common stock. |
5. The warrants reported herein (the "Warrants") were granted to the holder by the Issuer on March 31, 2012, and are exercisable until March 31, 2027. Such Warrants are subject to the contribution agreement by and among the Issuer and the Warrant holders, pursuant to which, upon the Issuer's completion of an initial public offering on a national stock exchange (an "IPO"), the Issuer will grant shares of common stock to the Warrant holders in an amount equal to the number of shares of common stock that such Warrant holders would have received if they had exercised the Warrants prior to the consummation of the IPO. |
Remarks: |
Exhibit 24.1 |
/s/ Justin B. Stiefel, Attorney-in-fact for Jennifer D.H. Stiefel | 11/18/2024 | |
** 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 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.