SEC Form 4 · accession 0001249155-17-000052
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
Jun 30, 2017
Accepted (ET)
Jul 21, 2017 · 7:27 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 StockF1 | Jul 18, 2017 | P | 2,100 | $5.94 | A | 465,387 | D | |
| Common StockF2 | Jul 21, 2017 | P | 800 | $6.0875 | A | 466,187 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5% Convertible Note Due 2020F3 | $6.00 | Jun 30, 2017 | P | 400,000 | A | Jun 30, 2017 | Jun 30, 2020 | Common Stock | 66,667 | — | D |
Explanation of responses
- F1Reflects the total shares beneficially owned, taking into account the three-for-one reverse stock split effected on June 15, 2017.
- F2This transaction was executed in multiple trades at prices ranging from $5.9667 to $6.25. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request of the SEC staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for all transactions reported on this Form 4.
- F3The note is convertible at any time at the option of the holder at $6.00 per share, subject to adjustment for future stock splits, reverse splits and similar recapitalizations events, and subject to the blocker attached thereto, which prohibits the voluntary conversion if, by virtue of the conversion, the holder and its affiliates would collectively own more than 19.95% of the Issuer's then outstanding shares. The note will automatically convert in the event the Issuer consummates an equity financing of at least $4.0 million at a per share price of at least $7.50.