SEC Form 4/A · accession 0001249155-16-000066
Beeline Holdings, Inc. · BLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
GLENBROOK CAPITAL LP
10% Owner
Period of report
Jun 22, 2016
Accepted (ET)
Jul 11, 2016 · 8:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001534708
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 22, 2016 | P | 4,200,000 | $0.05 | A | 12,499,712 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Purchase Warrants (right to buy)F1,F3 | $0.10 | Jun 22, 2016 | P | 4,200,000 | A | — | Jun 22, 2019 | Common Stock | 4,200,000 | 4,200,000 | D |
Explanation of responses
- F1The common stock reflected on Table I and warrants reflected on Table II were purchased in a private placement as components of units, each unit consisting of one share of common stock and one common stock purchase warrant. The purchase price of the unit was $0.05, which purchase price was not specifically allocated between the common stock and warrants.
- F2Corrected number of shares of common stock owned by the reporting person after giving effect to the reported transaction.
- F3The original Form 4 mistakenly reported that 4,200,000 warrants are currently exercisable by the reporting person. This information was in error because the warrants contain a blocker that prohibits the holder from exercising the warrants if such exercise will result in beneficial ownership by the holder of more than 9.99%. The blocker may only be amended by written consent of both the Issuer and the holder. Because on June 22, 2016 the reporting person owned 12,499,712 shares of common stock, representing more than 9.99% of the Issuer's outstanding shares, the warrants are not exercisable until such time as the reporting person's beneficial ownership percentage falls to 9.99% or below.