SEC Form 4 · accession 0001094891-16-000562
Long Blockchain Corp. · LBCC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
KA No. 2 Trustee Ltd
10% Owner
Period of report
Jul 28, 2016
Accepted (ET)
Aug 1, 2016 · 2:15 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 StockF1,F2 | Jul 28, 2016 | J | 160,138 | — | A | 160,138 | I | by Brentwood LIIT (NZ) Ltd |
| Common StockF1,F2 | Jul 28, 2016 | J | 184,479 | — | A | 344,617 | I | by Brentwood LIIT (NZ) Ltd |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Promissory NoteF1,F2,F3 | $4.00 | Jul 28, 2016 | J | — | D | Nov 23, 2015 | — | Common Stock | 158,383 | — | I |
| WarrantF1,F2 | $4.50 | Jul 28, 2016 | J | 421,667 | D | Nov 23, 2015 | Nov 23, 2018 | Common Stock | 421,667 | 0 | I |
Explanation of responses
- F1Pursuant to a reclassification exempt under Rule 16b-7, the Convertible Promissory Note and the Warrant were exchanged for 160,138 and 184,479 shares of the Issuer's common stock, respectively.
- F2The 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.
- F3All 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.