SEC Form 4 · accession 0001249155-18-000020
Beeline Holdings, Inc. · BLNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Grover T. Wickersham
Officer — Chairman of the Board & CEO · Director · 10% Owner
Period of report
Jan 11, 2018
Accepted (ET)
Jan 16, 2018 · 2:29 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 | Jan 11, 2018 | M | 5,000 | $0.00 | A | 114,315 | D | |
| Common Stock | Jan 11, 2018 | F | 1,500 | $3.99 | D | 112,815 | D | |
| Common StockF3 | holding | — | — | — | 42,440 | I | By Charitable Remainder Trust | |
| Common StockF4 | holding | — | — | — | 178,530 | I | By Employee Profit Sharing Plan | |
| Common StockF5 | holding | — | — | — | 87,744 | 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 UnitsF6,F7 | — | Jan 11, 2018 | A | 5,000 | A | Jan 11, 2018 | Jan 11, 2018 | Common Stock | 5,000 | 5,000 | D |
| Restricted Stock UnitsF6,F7 | — | Jan 11, 2018 | M | 5,000 | D | Jan 11, 2018 | Jan 11, 2018 | Common Stock | 5,000 | 0 | D |
| Employee Stock Options (right to buy)F8 | $3.99 | Jan 11, 2018 | A | 25,000 | A | Mar 31, 2018 | Jan 11, 2028 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1Represents the settlement upon vesting of restricted stock units ("RSUs") that were awarded on January 11, 2018.
- F2The reporting person is reporting the withholding by the Issuer of an aggregate of 1,500 shares of common stock that vested on January 11, 2018 but that were not issued in order to satisfy the reporting person's tax withholding obligations in connection with the delivery of common stock to the reporting person upon vesting of RSUs.
- 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 EAST on January 11, 2018 was $3.99.
- F7All 5,000 RSUs vested immediately upon grant.
- F8The options vest in 12 quarterly installments over three years, commencing on March 31, 2018 and continuing thereafter on the last day of each succeeding fiscal quarter to and including December 31, 2021, subject to continued service with the Issuer on each respective vesting date. Of the quarterly vesting installments, 11 will vest an aggregate of 2,083 options, and the 12th installment will vest an aggregate of 2,087 options.