SEC Form 4 · accession 0001094891-16-000560

Long Blockchain Corp. · LBCC

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

Reporting owner

10% Owner

Period of report

Jul 28, 2016

Accepted (ET)

Aug 1, 2016 · 1:57 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^F1,F2	Jul 28, 2016	J	261,834	—	A	261,834	I	by Brentwood LIIT (NZ) Ltd
Common Stock^F1,F2	Jul 28, 2016	J	301,632	—	A	563,466	I	by Brentwood LIIT (NZ) Ltd
Common Stock^F3	holding	—	—		—	754,355	I	by Cullen Inc. Holdings Ltd.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Convertible Promissory Note^F1,F2,F4	$4.00	Jul 28, 2016	J	—	D	Nov 23, 2015	—	Common Stock	258,962	—	I
Warrant^F1,F2	$4.50	Jul 28, 2016	J	689,444	D	Nov 23, 2015	Nov 23, 2018	Common Stock	689,444	0	I

F1Pursuant to a reclassification exempt under Rule 16b-7, the Convertible Promissory Note and the Warrant were exchanged for 261,834 and 301,632 shares of the Issuer's common stock, respectively.
F2These securities are held by Brentwood LIIT (NZ) Ltd, an entity controlled by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F3These securities are held by Cullen Inc. Holdings Ltd., an entity controlled by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F4All or any portion of the outstanding principal amount of the Convertible Promissory Note, and all accrued and unpaid interest thereon, are convertible, at the option of Brentwood LIIT Inc., into shares of the issuer's common stock. The loan matures on November 23, 2018.