SEC Form 4 · accession 0001249155-17-000016
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
Feb 13, 2017
Accepted (ET)
Feb 15, 2017 · 6:11 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 | Feb 13, 2017 | X | 47,500 | $1.30 | A | 1,123,746 | 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,F1,F2 | $1.30 | Feb 13, 2017 | X | 47,500 | D | Jun 27, 2016 | Jun 27, 2019 | Common Stock | 47,500 | 75,000 | D |
Explanation of responses
- F1On November 25, 2016, the Issuer temporarily reduced the exercise price of its outstanding warrants from $2.00 to $1.30, and the warrants were exercised at the reduced exercise price.
- F2The warrants contain a blocker that prohibits the reporting person 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.
- F3Corrects a typographical error in the number of warrants reported as owned after the December 29, 2016 exercise transaction reported on the reporting person's Form 4 filed on January 3, 2017.