SEC Form 4 · accession 0001249155-16-000088
Beeline Holdings, Inc. · BLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
GLENBROOK CAPITAL LP
10% Owner
Period of report
Nov 23, 2016
Accepted (ET)
Nov 25, 2016 · 8:22 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 | Nov 23, 2016 | P | 12,500 | $0.60 | A | 651,246 | 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)F3,F2 | $2.00 | Nov 23, 2016 | P | 37,500 | A | Nov 23, 2016 | Nov 23, 2019 | Common Stock | 37,500 | 37,500 | D |
Explanation of responses
- F1Reflects a 20-for-1 reverse stock split effective October 18, 2016.
- F2The warrants contain a blocker that prohibits the holder from exercising the warrants if such exercise will result in beneficial ownership of more the 9.99% of the Issuer's outstanding shares by the warrant holder and its 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 warrant 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.
- F3The warrants were issued for no additional consideration in connection with the purchase by the reporting person of a $75,000 promissory note.