| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Long Blockchain Corp. [ LTEA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 02/16/2018 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.0001 par value(1) | 747,078 | D(2) | ||||||||
| Common Stock, $0.0001 par value(1) | 16,150 | I | By: Neroli Holdings, Ltd.(3) | |||||||
| Common Stock, $0.0001 par value(1) | 189,659 | I | By: Leonie Holdings, Ltd.(4) | |||||||
| Common Stock, $0.0001 par value(1) | 12/23/2017 | S | 563,466 | D | $0.6226 | 0 | I | By: Brentwood LIIT (NZ) Ltd.(5) | ||
| Common Stock, $0.0001 par value(1) | 7,279 | D(6) | ||||||||
| Common Stock, $0.0001 par value(1) | 219,895 | D(7) | ||||||||
| Common Stock, $0.0001 par value(1) | 632,848 | I | By: Ivory Castle Ltd.(8) | |||||||
| Common Stock, $0.0001 par value(1) | 318,594 | D(9) | ||||||||
| Common Stock, $0.0001 par value(1) | 63,334 | D(10) | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants | $4.18 | 03/29/2017 | 03/29/2018 | Common Stock, $0.0001 par value(1) | 165,000 | 165,000 | D(11) | ||||||||
| Warrants | $4.9 | 05/12/2017 | 05/12/2018 | Common Stock, $0.0001 par value(1) | 20,000 | 20,000 | D(12) | ||||||||
| Warrants | $2.4 | 10/04/2017 | 10/04/2018 | Common Stock, $0.0001 par value(1) | 70,000 | 70,000 | D(13) | ||||||||
| Warrants | $6 | 09/30/2015 | 09/07/2018 | Common Stock, $0.0001 par value(1) | 22,500 | 22,500 | I | By: Ivory Castle Ltd.(14) | |||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This 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. |
| 2. Securities 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. |
| 3. Securities 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. |
| 4. Securities 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. |
| 5. Securities 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. |
| 6. Securities owned directly by Mr. Watson. |
| 7. Securities owned directly by Mr. Gibson. |
| 8. Securities 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. |
| 9. Securities owned directly by Mr. Stranberg. |
| 10. Securities owned directly by Mr. Davis-Rice. |
| 11. The 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. |
| 12. The 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. |
| 13. The 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. |
| 14. The 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. |
| 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. |
| Cullen Inc Holdings Ltd.: /s/ Eric J. Watson as Director | 02/27/2018 | |
| /s/ Eric J. Watson | 02/27/2018 | |
| /s/ Eric J. Watson as attorney-in-fact for William Gibson | 02/27/2018 | |
| /s/ Eric J. Watson as attorney-in-fact for Andrew Stranberg | 02/27/2018 | |
| /s/ Eric J. Watson as attorney-in-fact for Justin Davis-Rice | 02/27/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
