SEC Form 4 · accession 0001249155-17-000032
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
Period of report
Apr 5, 2017
Accepted (ET)
Apr 7, 2017 · 6:20 pm EDT
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 | Apr 5, 2017 | M | 100,000 | $0.00 | A | 209,755 | D | |
| Common Stock | Apr 5, 2017 | F | 30,650 | $1.60 | D | 179,105 | D | |
| Common StockF3 | holding | — | — | — | 127,320 | I | By Charitable Remainder Trust | |
| Common StockF4 | holding | — | — | — | 447,924 | I | By Employee Profit Sharing Plan | |
| Common StockF5 | holding | — | — | — | 220,900 | I | By Irrevocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF8,F6,F7 | — | Apr 5, 2017 | M | 100,000 | A | Apr 5, 2017 | Apr 5, 2017 | Common Stock | 100,000 | 100,000 | D |
| Restricted Stock UnitsF8,F6,F7 | — | Apr 5, 2017 | M | 100,000 | D | Apr 5, 2017 | Apr 5, 2017 | Common Stock | 100,000 | 0 | D |
| Employee Stock Option (right to buy)F8,F9 | $1.60 | Apr 5, 2017 | A | 100,000 | A | Jun 30, 2017 | Apr 5, 2017 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock that were awarded on April 5, 2017.
- F2The reporting person is reporting the withholding by the Issuer of an aggregate of 30,650 shares of common stock that vested on April 5, 2017 but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of converted common stock to the reporting person as of April 5, 2017.
- 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 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.
- F5The 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 of the reported securities for purposes of Section 16 or for any other purposes.
- F6Each RSU is the economic equivalent of one share of Eastside Distilling, Inc. common stock. The closing price of ESDI on April 5, 2017 was $1.60.
- F7All 100,000 RSUs vested immediately upon grant.
- F8The RSUs and options were granted pursuant to the Issuer's 2016 Equity Incentive Plan.
- F9The options vest in eight equal quarterly installments of 12,500 options over two years, commencing on June 30, 2017 and continuing thereafter on the last day of each succeeding fiscal quarter to and including March 31, 2019, subject to continued service with the Issuer on each respective vesting date.