| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/08/2018 | 3. Issuer Name and Ticker or Trading Symbol Long Blockchain Corp. [ LBCC ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 512,733 | D(1) | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrant | 12/21/2017 | 12/21/2020 | Common Stock | 100,000 | 3 | D(1) | |
| Warrant | 05/08/2018 | 05/08/2022 | Common Stock | 1,200,000 | 0.5 | D(1) | |
| Convertible Note(2) | 12/21/2017 | 12/21/2018 | Common Stock | 7,803,312(3) | 0.4(2) | D(1) | |
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. The reported securities are owned directly by Court Cavendish Ltd. and indirectly by Dr. Chai Patel, as officer, director, and majority shareholder of Court Cavendish Ltd. Dr. Patel disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 2. The Issuer and Court Cavendish Ltd. entered into a Loan and Option Agreement on 12/21/17, which was amended and restated on 5/4/18. To date, the Issuer has made drawdowns in the aggregate principal amount of $3,000,000, of which $750,000, plus accrued interest thereon, has been converted into shares of common stock. Interest on the outstanding principal amount accrues at the rate of 12.5% per annum and is payable quarterly in cash or common stock at $0.40 per share, at the Issuer's option. The principal and unpaid accrued interest is due and payable on 12/21/18 in cash or shares of common stock valued at $0.40 per share, at Court Cavendish Ltd.'s option. Court Cavendish Ltd. also has the option, exercisable at any time prior to maturity, to convert the outstanding principal and unpaid accrued interest into shares of common stock at a price per share such that the average conversion price of all shares issued to Court Cavendish Ltd. upon conversion is $0.40 per share. |
| 3. Assumes conversion of the aggregate principal amount of the note and all accrued interest on 12/21/18, less the previous conversion of $750,000 in principal plus accrued interest thereon into 250,233 shares of common stock at a price of $3.00 per share on 12/26/17. |
| Remarks: |
| /s/ Catherine Valenti, as director of Court Cavendish Ltd. | 08/30/2018 | |
| /s/ Dr. Chai Patel | 08/30/2018 | |
| ** 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 5 (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. | ||
