SEC FORM 3

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^*

Stiefel Justin B

(Last)

(First)

(Middle)

9668 BUJACICH ROAD

(Street)

GIG HARBOR

98332

(City)

(State)

(Zip)

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 ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	13,699⁽¹⁾	D
Common Stock	37,844	I	By spouse⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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 1,737 shares beneficially owned through American Estate and Trust, LC FBO Justin Stiefel IRA account

2. These securities are held by Jennifer D.H. 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 his 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	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.