Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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

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1. Name and Address of Reporting Person * Union Square Park Capital Management, LLC 2. Issuer Name and Ticker or Trading Symbol REED'S, INC. [REED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1120 AVENUE OF THE AMERICAS,, FLOOR 15 3. Date of Earliest Transaction (Month/Day/Year) 11/14/2024 (Street) NEW YORK,, NY 10036 4. If Amendment, Date 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 (City) (State) (Zip) 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 11/14/2024 S 5,988 D $1.13 1,224,711(3) I SEE FOOTNOTES(1)(2) common stock 11/15/2024 S 4,537 D $1.11 1,220,174(3) I SEE FOOTNOTES(1)(2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Union Square Park Capital Management, LLC 1120 AVENUE OF THE AMERICAS, FLOOR 15 NEW YORK,, NY 10036		X
Zaltzman Leon Michael 1120 AVENUE OF THE AMERICAS, FLOOR 15 NEW YORK,, NY 10036		X
Union Square Park GP, LLC 1120 AVENUE OF THE AMERICAS, FLOOR 15 NEW YORK,, NY 10036		X
Union Square Park Partners, LP 1120 AVENUE OF THE AMERICAS, FLOOR 15 NEW YORK,, NY 10036		X

Signatures

/s/ Union Square Park Partners, LP	11/18/2024
**Signature of Reporting Person	Date
/s/ Union Square Park Capital Management, LLC	11/18/2024
**Signature of Reporting Person	Date
/s/ Union Square Park GP, LLC	11/18/2024
**Signature of Reporting Person	Date
/s/ Leon M. Zaltzman	11/18/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(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. The Reporting Persons may have been deemed to beneficially own more than 10% of the Common Stock as of May 31, 2023. This Form 4 is currently being filed under the CIK of Union Square Park Partners, LP, Union Square Park Capital Management, LLC, Union Square Park GP, LLC and Leon M. Zaltzman.
(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.
(3)	Includes 145,828 shares issuable upon exercise of warrant dated 5/25/2023.

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