SEC Form 4 · accession 0001249155-17-000001

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 29, 2016

Accepted (ET)

Jan 3, 2017 · 8:58 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	Dec 29, 2016	X	33,653	$1.30	A	127,320	I	By Charitable Remainder Trust
Common Stock^F3	holding	—	—		—	447,924	I	By Employee Profit Sharing Plan
Common Stock^F4	holding	—	—		—	220,900	I	By Irrevocable Trust
Common Stock	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)^F5,F6,F7	$2.00	Dec 29, 2016	J	33,653	D	Jun 22, 2016	Jun 22, 2019	Common Stock	33,653	66,347	D
Common Stock Purchase Warrants (right to buy)k^F6,F2,F7	$2.00	Dec 29, 2016	J	33,653	A	Jun 22, 2016	Jun 22, 2019	Common Stock	33,653	33,653	I
Common Stock Purchase Warrants (right to buy)^F6,F2,F8,F7	$1.30	Dec 29, 2016	X	33,653	D	Jun 22, 2016	Jun 22, 2019	Common Stock	33,653	0	I
Common Stock Purchase Warrants (right to buy)^F9,F5,F3,F7	$2.00	Dec 29, 2016	J	25,000	D	Jun 9, 2016	Jun 9, 2019	Common Stock	25,000	94,231	I

Explanation of responses

F1The warrant exercise price was paid by forgiveness of promissory note indebtedness of $43,748.90.
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 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.
F4The 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 the 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.
F5Reflects the 20-for-1 reverse stock split effected on October 18, 2016.
F6The warrants owned directly by the reporting person were assigned by him to the CRUT and transferred for no consideration.
F7The 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%, warrants will not be exercisable until such time as the holder's beneficial ownership percentage falls to 9.99% or below.
F8Reflects a temporary reduction of the exercise price of the warrants from its original exercise price of $2.00 per share.
F9The warrants owned by the PSP were assigned to a third party and transferred for no consideration.