SEC Form 4/A · accession 0000921895-18-000764
Long Blockchain Corp. · LBCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Period of report
Dec 23, 2017
Accepted (ET)
Feb 27, 2018 · 3:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001629261
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0001 par valueF1,F5 | Dec 23, 2017 | S | 563,466 | $0.6226 | D | 0 | I | By: Brentwood LIIT (NZ) Ltd. |
| Common Stock, $0.0001 par valueF1,F2 | holding | — | — | — | 747,078 | D | ||
| Common Stock, $0.0001 par valueF1,F3 | holding | — | — | — | 16,150 | I | By: Neroli Holdings, Ltd. | |
| Common Stock, $0.0001 par valueF1,F4 | holding | — | — | — | 189,659 | I | By: Leonie Holdings, Ltd. | |
| Common Stock, $0.0001 par valueF1,F6 | holding | — | — | — | 7,279 | D | ||
| Common Stock, $0.0001 par valueF1,F7 | holding | — | — | — | 219,895 | D | ||
| Common Stock, $0.0001 par valueF1,F8 | holding | — | — | — | 632,848 | I | By: Ivory Castle Ltd. | |
| Common Stock, $0.0001 par valueF1,F9 | holding | — | — | — | 318,594 | D | ||
| Common Stock, $0.0001 par valueF1,F10 | holding | — | — | — | 63,334 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF11,F1 | $4.18 | holding | — | — | — | Mar 29, 2017 | Mar 29, 2018 | Common Stock, $0.0001 par value | 165,000 | 165,000 | D |
| WarrantsF12,F1 | $4.90 | holding | — | — | — | May 12, 2017 | May 12, 2018 | Common Stock, $0.0001 par value | 20,000 | 20,000 | D |
| WarrantsF13,F1 | $2.40 | holding | — | — | — | Oct 4, 2017 | Oct 4, 2018 | Common Stock, $0.0001 par value | 70,000 | 70,000 | D |
| WarrantsF14,F1 | $6.00 | holding | — | — | — | Sep 30, 2015 | Sep 7, 2018 | Common Stock, $0.0001 par value | 22,500 | 22,500 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Cullen Inc Holdings Ltd. ("Cullen Holdings"), Eric J. Watson, William Gibson, Andrew Stranberg, and Justin Davis-Rice (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F10Securities owned directly by Mr. Davis-Rice.
- F11The warrants held by Cullen Holdings are currently exercisable, for $4.18 per share, subject to adjustment pursuant to the terms of the warrants and expire on March 29, 2018.
- F12The warrants held by Mr. Watson are currently exercisable, for $4.90 per share, subject to adjustment pursuant to the terms of the warrants and expire on May 12, 2018.
- F13The warrants held by Mr. Stranberg are currently exercisable, for $2.40 per share, subject to adjustment pursuant to the terms of the warrants and expire on October 4, 2018.
- F14The warrants held by Ivory Castle are currently exercisable, for $6.00 per share, subject to adjustment pursuant to the terms of the warrants and expire on September 17, 2018.
- F2Securities owned directly by Cullen Holdings. As a director of Cullen Holdings, Mr. Watson may therefore be deemed to beneficially own the securities owned direclty by Cullen Holdings.
- F3Securities owned directly by Neroli Holdings, Ltd. ("Neroli"). Neroli is a company held by the Knightsbridge Trust of which Deborah Houghton (Mr. Watson's former partner) and Samuel Watson (Deborah and Eric's son) are beneficiaries.
- F4Securities owned directly by Leonie Holdings, Ltd. ("Leonie"). Leonie is a company held by the Leolu Trust of which Mr. Watson's partner, Lisa Henrekson, and their children are beneficiaries.
- F5Securities were owned directly by Brentwood LIIT (NZ) Ltd. ("Brentwood"). As a director of Cullen Business Trust Ltd., an entity with a 50% interest in Brentwood, Mr. Watson may be deemed to be the beneficial owner of the shares directly owned by Brentwood.
- F6Securities owned directly by Mr. Watson.
- F7Securities owned directly by Mr. Gibson.
- F8Securities owned directly by Ivory Castle Ltd. ("Ivory Castle"). Ivory Castle is a company held by the Heron Bay Trust, of which Mr. Gibson and his father are the beneficial owners. As a beneficial owner of the Heron Bay Trust, Mr. Gibson may be deemed the beneficial owner of shares owned directly by Ivory Castle.
- F9Securities owned directly by Mr. Stranberg.
Remarks
The Reporting Person inadvertently provided the incorrect price per share in Table 1, Box 4 of the Form 4 filed with the SEC on February 16, 2018. The purpose of this amendment is to correctly report the price per share by the Reporting Person. Except as otherwise noted in this Form 4/A, all other information disclosed in the Reporting Person's original Form 4 was accurately reported.