SEC Form 4 · accession 0001249155-16-000098

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

Dec 21, 2016

Accepted (ET)

Dec 23, 2016 · 4:05 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 Stock^F1,F2,F3	Dec 21, 2016	X	62,500	$1.30	A	93,667	I	By Charitable Remainder Trust
Common Stock^F4,F2,F5	Dec 21, 2016	X	130,769	$1.30	A	447,924	I	By Employee Profit Sharing Plan
Common Stock^F2,F6	holding	—	—		—	220,900	I	By Irrevocable Trust
Common Stock^F2	holding	—	—		—	109,755	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,F7,F8	$1.30	Dec 21, 2016	X	25,000	D	Jun 30, 2016	Jun 30, 2019	Common Stock	25,000	0	I
Common Stock Purchase Warrants (right to buy)^F3,F7,F8	$1.30	Dec 21, 2016	X	37,500	D	Sep 19, 2016	Sep 19, 2019	Common Stock	37,500	0	I
Common Stock Purchase Warrants (right to buy)^F5,F7,F8	$1.30	Dec 21, 2016	X	130,769	D	Jun 9, 2019	Jun 9, 2019	Common Stock	130,769	119,231	I

Explanation of responses

F1The warrant exercise price was paid by forgiveness of promissory note indebtedness.
F2Reflects a 20-for-1 reverse stock split effective October 18, 2016.
F3The 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.
F4The warrant exercise price was paid with a combination of $49,999.70 in cash and $120,000 of promissory note indebtedness forgiveness.
F5The 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 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.
F6The 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 for purposes of Section 16 or for any other purposes.
F7Reflects a temporary reduction of the exercise price of the warrants from its original exercise price of $2.00 per share.
F8The blocker on the warrants was waived to permit exercise of the warrants during the temporary exercise price reduction.