Watson E J Form 4 Long Island Iced Tea / E J WATSON ownership change

SEC Form 4

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^*

WATSON E J

(Last) (First) (Middle)

SUITE 9, LEVEL 2 20, AUGUSTUS TERRACE

PARNELL

(Street)

AUKLAND Q2 1052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Long Island Iced Tea Corp. [ LTEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	07/28/2016		J(1)		261,834	A	(1)	261,834	I	by Brentwood LIIT (NZ) Ltd(2)
Common Stock	07/28/2016		J(1)		301,632	A	(1)	563,466	I	by Brentwood LIIT (NZ) Ltd(2)
Common Stock								754,355	I	by Cullen Inc. Holdings Ltd.(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Convertible Promissory Note	$4	07/28/2016		J(1)			$1,035,848	11/23/2015	(4)	Common Stock	258,962	(1)	$0	I	by Brentwood LIIT (NZ) Ltd(2)
Warrant	$4.5	07/28/2016		J(1)			689,444	11/23/2015	11/23/2018	Common Stock	689,444	(1)	0	I	by Brentwood LIIT (NZ) Ltd(2)

Explanation of Responses:

1. Pursuant 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.

2. These 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.

3. These 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.

4. All 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.

Remarks:

	/s/ Eric J. Watson	07/29/2016
	** 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).
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