SEC Form 4 · accession 0001249155-17-000002

Beeline Holdings, Inc. · BLNE

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

Reporting owner

10% Owner

Period of report

Dec 29, 2016

Accepted (ET)

Jan 3, 2017 · 9:13 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	Dec 29, 2016	X	100,000	$1.30	A	1,051,246	D
Common Stock^F1	Dec 30, 2016	X	25,000	$1.30	A	1,076,246	D

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)^F1,F2	$1.30	Dec 29, 2016	X	100,000	D	Jun 27, 2016	Jun 27, 2019	Common Stock	100,000	22,500	D
Common Stock Purchase Warrants (right to buy)^F3,F2	$2.00	Dec 29, 2016	J	25,000	A	Jun 9, 2016	Jun 9, 2019	Common Stock	25,000	25,000	D
Common Stock Purchase Warrants (right to buy)^F3,F1,F2	$1.30	Dec 30, 2016	X	25,000	D	Jun 9, 2016	Jun 9, 2019	Common Stock	25,000	0	D

F1On November 25, 2016, the Issuer temporarily reduced the exercise price of its outstanding warrants from $2.00 ($0.10 prior to the October 18, 2016 reverse stock split) to $1.30, and the warrants were exercised at the reduced exercise price.
F2The warrants contain a blocker that prohibits the holder from exercising the warrants if such exercise will result in beneficial ownership by the holder and its affiliates 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. Since the holder's beneficial ownership percentage is over 9.99%, the warrants are currently not exercisable, absent a waiver. The blocker was waived by mutual consent of the Issuer and the reporting person.
F3The warrants were assigned to the reporting person and transferred for no consideration.