SEC Form 4 · accession 0001249155-18-000046

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

Aug 9, 2018

Accepted (ET)

Aug 13, 2018 · 4:57 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	Aug 9, 2018	X	22,222	$5.40	A	138,537	D
Common Stock^F1,F2	Aug 9, 2018	X	17,930	$5.40	A	60,370	I	By Charitable Remainder Trust
Common Stock^F3	Aug 9, 2018	X	22,222	$5.40	A	200,752	I	By Employees' Profit Sharing Plan
Common Stock^F1,F3	Aug 9, 2018	X	37,975	$5.40	A	238,727	I	By Employees' Profit Sharing Plan
Common Stock^F5,F4	Aug 9, 2018	X	11,111	$5.40	A	95,856	I	By Irrevocable Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Common Stock Purchase Warrants (right to buy)^F6	$5.40	Aug 9, 2018	X	22,222	D	Aug 10, 2017	Aug 10, 2022	Common Stock	22,222	D
Common Stock Purchase Warrants (right to buy)^F7,F2	$5.40	Aug 9, 2018	X	17,930	D	Mar 29, 2018	Aug 10, 2022	Common Stock	17,930	I
Common Stock Purchase Warrants (right to buy)^F6,F3	$5.40	Aug 9, 2018	X	22,222	D	Aug 10, 2017	Aug 10, 2022	Common Stock	22,222	I
Common Stock Purchase Warrants (right to buy)^F7,F3	$5.40	Aug 9, 2018	X	37,975	D	Mar 29, 2018	Aug 10, 2022	Common Stock	37,975	I
Common Stock Purchase Warrants (right to buy)^F6,F4	$5.40	Aug 9, 2018	X	11,111	D	Aug 10, 2017	Aug 10, 2022	Common Stock	11,111	I

Explanation of responses

F1The warrant exercise price was paid by a reduction in the amount of promissory note indebtedness under notes owned by the warrant holder, such reduction equal to the number of warrants exercised multiplied by the $5.40 exercise price.
F2The 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.
F3The 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.
F4The 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.
F5Takes into account the correction of a typographical error in the Form 4 filed on August 10, 2017. The total after transaction holdings on August 10, 2017 should have been 84,745 shares. All subsequent Form 4s have carried forward this typographical error, until corrected on this Form 4.
F6The warrants were issued as a component of units sold in the issuer's public offering, each unit consisting of one share of common stock and one common stock purchase warrant, at a per unit price of $4.50.
F7The warrants were issued in connection with an offering of 5% promissory notes due May 1, 2021. For each $100,000 in principal amount of the note, the investor was issued 10,000 warrants.