SEC Form 4 · accession 0001249155-16-000068

Beeline Holdings, Inc. · BLNE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Grover T Wickersham

10% Owner

Period of report

Jun 10, 2016

Accepted (ET)

Jul 12, 2016 · 7:44 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 Stock^F1,F2,F3	Jun 10, 2016	P	150,000	$0.0541	A	5,843,099	I	By Employees' Profit Sharing Plan
Common Stock^F2,F4,F5	Jun 10, 2016	P	300,000	$0.0504	A	300,000	I	By Irrevocable Trust
Common Stock^F6,F5	Jun 13, 2016	P	43,000	$0.05	A	343,000	I	By Irrevocable Trust
Common Stock^F2,F7,F5	Jun 14, 2016	P	95,000	$0.0522	A	438,000	I	By Irrevocable Trust
Common Stock^F8,F5	Jun 22, 2016	P	4,000,000	$0.05	A	4,438,000	I	By Irrevocable Trust
Common Stock^F8	Jun 22, 2016	P	2,000,000	$0.05	A	2,195,088	D
Common Stock^F2,F9,F10	Jun 29, 2016	P	50,000	$0.102	A	50,000	I	By Charitable Remainder Trust
Common Stock^F2,F11,F10	Jun 30, 2016	P	60,000	$0.1025	A	110,000	I	By Charitable Remainder Trust
Common Stock^F2,F12,F10	Jul 1, 2016	P	79,067	$0.1052	A	189,067	I	By Charitable Remainder Trust
Common Stock^F2,F13,F10	Jul 5, 2016	P	129,416	$0.1041	A	318,483	I	By Charitable Remainder Trust
Common Stock^F2,F14,F10	Jul 6, 2016	P	54,845	$0.1004	A	373,328	I	By Charitable Remainder Trust

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)^F8,F5,F15	$0.10	Jun 22, 2016	P	4,000,000	A	Jun 22, 2016	Jun 22, 2019	Common Stock	4,000,000	4,000,000	I
Common Stock Purchase Warrants (right to buy)^F8,F15	$0.10	Jun 22, 2016	P	2,000,000	A	Jun 22, 2016	Jun 22, 2019	Common Stock	2,000,000	2,000,000	D
Common Stock Purchase Warrants (right to buy)^F16,F3,F15	$0.10	Jun 30, 2016	P	500,000	A	Jun 30, 2016	Jun 30, 2019	Common Stock	500,000	500,000	I
Common Stock Purchase Warrants (right to buy)^F16,F10,F15	$0.10	Jun 30, 2016	P	500,000	A	Jun 30, 2016	Jun 30, 2019	Common Stock	500,000	500,000	I
Common Stock Purchase Warrants (right to buy)^F16,F3,F15	$0.10	Jul 11, 2016	P	1,200,000	A	Jul 11, 2016	Jul 11, 2019	Common Stock	1,200,000	1,200,000	I

Explanation of responses

F1This transaction was executed in multiple trades at prices ranging from $0.05 to $0.52.
F10The reporting person is a joint trustee and beneficiary of the Grover T. and Jill Z. Wickersham 2000 Charitable Remainder Trust (the "CRUT"), which is the owner of the reported securities. The reporting person disclaims beneficial ownership of the securities owned by the CRUT, except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F11This transaction was executed in multiple trades at prices ranging from $0.10 to $0.11.
F12This transaction was executed in multiple trades at prices ranging from $0.10 to $0.109.
F13This transaction was executed in multiple trades at prices ranging from $0.10 to $0.105.
F14This transaction was executed in multiple trades at prices ranging from $0.095 to $0.102.
F15The 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% of the Issuer's outstanding shares. The blocker may only be amended by written consent of both the Issuer and the holder. Once the holder's beneficial ownership percentage, calculated in accordance with Rule 13d-3(i), reaches 9.99%, the warrants will not be exercisable until such time as the holder's beneficial ownership percentage falls to 9.99% or below.
F16The warrants were issued for no additional consideration in connection with the purchase of non-convertible promissory notes.
F2The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.
F3The reporting person is the trustee of the Grover T. Wickersham P.C. Employees' Profit Sharing Plan (the "PSP"), which is the owner of the reported securities. The reporting person disclaims beneficial ownership of the securities owned by the PSP, except to the extent of his pecuniary interest therein. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F4This transaction was executed in multiple trades at prices ranging from $0.05 to $0.052.
F5The reporting person is the trustee of the Lindsay Anne Wickersham 1999 Irrevocable Trust (the "Irrevocable Trust"), which is the owner of the reported securities. The reporting person disclaims beneficial ownership of the securities owned by the Irrevocable Trust. The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
F6This transaction was executed in multiple trades, all of which were executed at $0.05.
F7This transaction was executed in multiple trades at prices ranging from $0.0501 to $0.054.
F8The common stock reflected on Table I and warrants reflected on Table II were purchased in a private placement 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.
F9This transaction was executed in multiple trades at prices ranging from $0.10 to $0.114.