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
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1. Name and Address of Reporting Person*
Consilium Investment Management, LLC

(Last) (First) (Middle)
3101 N. FEDERAL HIGHWAY
SUITE 502

(Street)
FT. LAUDERDALE FL 33306

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2014
3. Issuer Name and Ticker or Trading Symbol
Panache Beverage, Inc. [ WDKA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
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 16,629,876 I See footnote(1)
Common Stock 120,000 I See footnote(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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrant 06/21/2013(3) 12/21/2017 Common Stock 2,760,000 $0.5 I See footnote(4)
Common Stock Purchase Warrant 08/14/2013(5) 02/14/2018 Common Stock 1,840,000 $0.5 I See footnote(4)
Common Stock Purchase Warrant 12/11/2014(6) 06/11/2017 Common Stock 2,500,000 $0.15 I See footnote(7)
1. Name and Address of Reporting Person*
Consilium Investment Management, LLC

(Last) (First) (Middle)
3101 N. FEDERAL HIGHWAY
SUITE 502

(Street)
FT. LAUDERDALE FL 33306

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CCRF-Panache, LLC

(Last) (First) (Middle)
3101 N. FEDERAL HIGHWAY, SUITE 502

(Street)
FT. LAUDERDALE FL 33306

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Consilium Investment Partners, LLC

(Last) (First) (Middle)
3101 N. FEDERAL HIGHWAY, SUITE 502

(Street)
FT. LAUDERDALE FL 33306

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cassel Charles T. III

(Last) (First) (Middle)
3101 N. FEDERAL HIGHWAY, SUITE 502

(Street)
FT. LAUDERDALE FL 33306

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Binder Jonathan

(Last) (First) (Middle)
3101 N. FEDERAL HIGHWAY, SUITE 502

(Street)
FT. LAUDERDALE FL 33306

(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. Represents shares held of record by CCRF-Panache, LLC. These shares may be deemed to be indirectly beneficially owned by Consilium Investment Management, LLC, investment adviser to CCRF-Panache, LLC.
2. Represents shares held of record by Charles T. Cassel III, managing director of Consilium Investment Management, LLC.
3. The warrant vests and becomes exercisable in eight equal installments every six months, beginning on June 21, 2013.
4. The warrant is owned directly by Consilium Investment Management, LLC. Charles T. Cassel III and Jonathan Binder are the managing directors of Consilium Investment Management, LLC and each has voting and dispositive power over the warrant. Each of Mr. Cassel and Mr. Binder disclaim beneficial ownership of the warrant held by Consilium Investment Management, LLC, except to the extent of their pecuniary interest therein.
5. The warrant vests and becomes exercisable in eight equal installments every six months, beginning on August 14, 2013.
6. The warrant vests and becomes exercisable in four equal installments every six months, beginning on December 11, 2014.
7. The warrant is owned directly by Consilium Investment Partners, LLC. Mr. Cassel and Mr. Binder are the managing directors of Consilium Investment Partners, LLC and each has voting and dispositive power over the warrant. Each of Mr. Cassel and Mr. Binder disclaim beneficial ownership of the warrant held by Consilium Investment Partners, LLC, except to the extent of their pecuniary interest therein.
Remarks:
Exhibit - Joint Filer Statement
/s/ Charles T. Cassel III, as managing director 06/20/2014
** 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.
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