SEC Form 4 · accession 0001249155-16-000087
Beeline Holdings, Inc. · BLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Grover T Wickersham
Officer — Chairman and CEO · Director · 10% Owner
Period of report
Nov 23, 2016
Accepted (ET)
Nov 25, 2016 · 8:02 pm EST
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 | Nov 23, 2016 | P | 12,500 | $0.60 | A | 31,167 | I | By charitable remainder trust |
| Common StockF1 | holding | — | — | — | 109,755 | D | ||
| Common StockF1,F3 | holding | — | — | — | 220,900 | I | By irrevocable trust | |
| Common StockF1,F4 | holding | — | — | — | 317,155 | I | By employee profit sharing plan |
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)F6,F2,F5 | $2.00 | Nov 23, 2016 | P | 37,500 | A | Nov 23, 2016 | Nov 23, 2019 | Common Stock | 37,500 | 37,500 | I |
Explanation of responses
- F1Reflects a 20-for-1 reverse stock split effective October 18, 2016.
- F2The 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.
- F3The 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 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.
- F4The 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 in the PSP. 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.
- F5The warrants contain a blocker that prohibits the holder from exercising the warrants if such exercise will result in beneficial ownership of more than 9.99% of the Issuer's outstanding shares by the warrantholder and his affiliates. The blocker may only be amended by written consent of both the Issuer and the holder. Since the reporting person's beneficial ownership percentage is over 9.99%, the warrants are currently not exercisable. The warrants will not be exercisable until the reporting person's beneficial ownership percentage falls below 9.99% (taking into account exercise of the warrants), or the blocker is waived by the mutual consent of the reporting person and the Issuer.
- F6The warrants were issued for no additional consideration in connection with the purchase by the reporting person of a $75,000 promissory note.