Long Blockchain (LBCC) Form 4 Long Blockchain / Chai Patel 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^*

Court Cavendish Ltd

(Last) (First) (Middle)

THE CARE HOUSE, RANDALLS WAY

LEATHERHEAD

(Street)

SURREY X0 KT22 7TW

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Long Blockchain Corp. [ LBCC ]

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)
01/18/2019

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

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

	Form filed by One Reporting Person
X	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, par value $0.0001	01/18/2019		C		12,723,382	A	$0.2(2)(3)	13,236,115	D(1)

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 Note(2)(3)	$0.4(2)(3)	01/18/2019		H			$2,250,000	12/21/2017	12/21/2018	Common Stock	7,803,312	(2)(3)	0	D(1)
Convertible Note(2)(3)	$0.2(2)(3)	01/18/2019		P		$2,290,000		01/18/2019	12/21/2019	Common Stock	12,771,455	(2)(3)	$2,290,000	D
Convertible Note(2)(3)	$0.2(2)(3)	01/18/2019		C			$1,550,000	01/18/2019	12/21/2019	Common Stock	12,723,382(4)	(2)(3)	$740,000(6)	D(1)
Warrants(5)	$3	01/18/2019		H			100,000(5)	12/21/2017	12/21/2020	Common Stock	100,000	(5)	0	D(1)
Warrants(5)	$0.5	01/18/2019		H			1,200,000(5)	05/08/2018	05/08/2022	Common Stock	1,200,000	(5)	0	D(1)
Warrants(5)	$0.2	01/18/2019		J		1,300,000(5)		01/18/2019	01/17/2023	Common Stock	1,300,000	(5)	1,300,000(6)	D(1)

1. Name and Address of Reporting Person^*

Court Cavendish Ltd

(Last) (First) (Middle)

THE CARE HOUSE, RANDALLS WAY

LEATHERHEAD

(Street)

SURREY X0 KT22 7TW

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Patel Chai

(Last) (First) (Middle)

C/O COURT CAVENDISH LTD.

THE CARE HOUSE, RANDALLS WAY

(Street)

LEATHERHEAD, SURREY X0 KT22 7TW

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are owned directly by Court Cavendish Ltd., a company incorporated in England and Wales under Company No. 04290684 ("Court Cavendish"), and indirectly by Dr. Chai Patel, as officer, director and majority shareholder of Court Cavendish. Dr. Patel disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

2. Court Cavendish has entered into the following arrangements to provide financing to support the working capital requirements of Long Blockchain Corp., a Delaware corporation (the "Issuer"): (i) that certain Loan and Option Agreement, dated as of December 21, 2017 (the "Original Agreement"), (ii) that certain Amended and Restated Loan and Option Agreement, dated as of May 4, 2018 (the "Restated Agreement"), and (iii) that certain Second Amended and Restated Loan and Option Agreement, dated as of January 18, 2019 (the "Second Restated Agreement" and together with the Original Agreement and the Restated Agreement, the "Loans"). As of December 21, 2017, the Issuer had made drawdowns in the aggregate principal amount of $3,000,000, of which $750,000, plus accrued interest thereon, had been converted into shares of common stock, par value $0.0001 per share, of the Issuer (the "Common Stock"). (continued in footnote 3)

3. Upon the closing of the Second Restated Agreement, Court Cavendish converted all principal and any accrued but unpaid interest outstanding in excess of $740,000 into 12,723,382 shares of Common Stock. Interest will accrue monthly, at a rate of 12.5% per annum, and is due and payable, at the Issuer's election, in cash or in shares of the Issuer, valued at $0.20 per share. Court Cavendish has the option, exercisable at any time prior to maturity, to convert the outstanding principal and unpaid accrued interest into Common Stock at a price per share of $0.20 per share. The reported transactions involve the amendment of a convertible note originally issued on December 21, 2017, resulting in the deemed cancellation of the old convertible note and the issuance of a new convertible note for purposes of Section 16.

4. Assumes the conversion of the aggregate principal amount pursuant to the Loans on 1/17/2019.

5. Upon the closing of the Second Restated Agreement, Issuer issued Court Cavendish four-year warrants to purchase 1,300,000 shares of Common Stock at a price of $0.20 per share (the "New Warrants"). The New Warrants amend and restate the terms of the following warrants previously issued to Court Cavendish: (i) three-year warrants to purchase 100,000 shares of Common Stock at a price of $0.50 per share and (ii) four-year warrants to purchase 1,200,000 shares of Common Stock at a price of $0.50 per share (collectively, the "Prior Warrants"). The amendment is reported above as the cancellation of the Prior Warrants and the acquisition of the New Warrants.

6. Court Cavendish cannot convert any portion of the Loans or exercise the New Warrants to the extent that the Issuer does not have a sufficient number of authorized shares of Common Stock to satisfy such conversion or exercise.

	Court Cavendish, /s/ Catherine Valenti, as Director of Court Cavendish, Ltd	01/23/2019
	Dr. Chai Patel, /s/ Chai Patel	01/23/2019
	** Signature of Reporting Person	Date
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