SEC Form 4 · accession 0000921895-18-001104

Long Blockchain Corp. · LBCC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

E J Watson

10% Owner

Cullen Inc Holdings Ltd.

10% Owner

Period of report

Mar 21, 2018

Accepted (ET)

Mar 29, 2018 · 5:59 pm EDT

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 value^F1,F6	Mar 27, 2018	S	981	$2.75	D	218,914	D
Common Stock, $0.0001 par value^F1,F6	Mar 27, 2018	S	7,019	$2.70	D	211,895	D
Common Stock, $0.0001 par value^F1,F8	Mar 21, 2018	S	2,600	$3.05	D	315,994	D
Common Stock, $0.0001 par value^F1,F8	Mar 21, 2018	S	2,258	$3.025	D	313,736	D
Common Stock, $0.0001 par value^F1,F8	Mar 21, 2018	S	420	$3.01	D	313,316	D
Common Stock, $0.0001 par value^F1,F8	Mar 21, 2018	S	22,470	$3.00	D	290,846	D
Common Stock, $0.0001 par value^F1,F8	Mar 21, 2018	S	5,200	$3.00	D	285,646	D
Common Stock, $0.0001 par value^F1,F8	Mar 21, 2018	S	15,478	$3.00	D	270,168	D
Common Stock, $0.0001 par value^F1,F8	Mar 21, 2018	S	35,904	$3.00	D	234,264	D
Common Stock, $0.0001 par value^F1,F8	Mar 21, 2018	S	15,465	$3.00	D	218,799	D
Common Stock, $0.0001 par value^F1,F2	holding	—	—		—	747,078	D
Common Stock, $0.0001 par value^F1,F3	holding	—	—		—	16,150	I	By: Neroli Holdings, Ltd.
Common Stock, $0.0001 par value^F1,F4	holding	—	—		—	189,659	I	By: Leonie Holdings, Ltd.
Common Stock, $0.0001 par value^F1,F5	holding	—	—		—	7,279	D
Common Stock, $0.0001 par value^F1,F7	holding	—	—		—	632,848	I	By: Ivory Castle Ltd.
Common Stock, $0.0001 par value^F1,F9	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
Warrants^F10,F1	$4.18	holding	—	—	—	Mar 29, 2017	Mar 29, 2018	Common Stock, $0.0001 par value	165,000	165,000	D
Warrants^F11,F1	$4.90	holding	—	—	—	May 12, 2017	May 12, 2018	Common Stock, $0.0001 par value	20,000	20,000	D
Warrants^F12,F1	$2.40	holding	—	—	—	Oct 4, 2017	Oct 4, 2018	Common Stock, $0.0001 par value	70,000	70,000	D
Warrants^F13,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.
F10The 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.
F11The 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.
F12The 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.
F13The 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. Samuel Watson also directly owns 1,466 shares of Common Stock of the Issuer.
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 owned directly by Mr. Watson.
F6Securities owned directly by Mr. Gibson.
F7Securities 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.
F8Securities owned directly by Mr. Stranberg.
F9Securities owned directly by Mr. Davis-Rice.