0000921895-18-000707.txt : 20180216
0000921895-18-000707.hdr.sgml : 20180216
20180216161605
ACCESSION NUMBER: 0000921895-18-000707
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171223
FILED AS OF DATE: 20180216
DATE AS OF CHANGE: 20180216
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WATSON E J
CENTRAL INDEX KEY: 0001018319
STATE OF INCORPORATION: Q2
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37808
FILM NUMBER: 18621375
MAIL ADDRESS:
STREET 1: C/O DAVIS POLK & WARDWELL
STREET 2: 450 LEXINGTON AVE
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cullen Inc Holdings Ltd.
CENTRAL INDEX KEY: 0001725623
STATE OF INCORPORATION: Q2
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37808
FILM NUMBER: 18621376
BUSINESS ADDRESS:
STREET 1: 8 AIRPARK DRIVE, AIRPORT OAKS
STREET 2: MANUKAU
CITY: AUCKLAND
STATE: Q2
ZIP: 2022
BUSINESS PHONE: 64 9 257 0711
MAIL ADDRESS:
STREET 1: 8 AIRPARK DRIVE, AIRPORT OAKS
STREET 2: MANUKAU
CITY: AUCKLAND
STATE: Q2
ZIP: 2022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Long Blockchain Corp.
CENTRAL INDEX KEY: 0001629261
STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080]
IRS NUMBER: 472624098
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 12-1 DUBON COURT
CITY: FARMINGDALE
STATE: NY
ZIP: 11735
BUSINESS PHONE: (855) 542-2832
MAIL ADDRESS:
STREET 1: 12-1 DUBON COURT
CITY: FARMINGDALE
STATE: NY
ZIP: 11735
FORMER COMPANY:
FORMER CONFORMED NAME: Long Island Iced Tea Corp.
DATE OF NAME CHANGE: 20141224
4
1
form411604002_02162018.xml
OWNERSHIP DOCUMENT
X0306
4
2017-12-23
0
0001629261
Long Blockchain Corp.
LTEA
0001725623
Cullen Inc Holdings Ltd.
8 AIRPARK DRIVE, AIRPORT OAKS
MANUKAU
AUCKLAND
Q2
2022
NEW ZEALAND
0
0
1
0
0001018319
WATSON E J
C/O DAVIS POLK & WARDWELL
450 LEXINGTON AVE
NEW YORK
NY
10017
0
0
1
0
Common Stock, $0.0001 par value
747078
D
Common Stock, $0.0001 par value
16150
I
By: Neroli Holdings, Ltd.
Common Stock, $0.0001 par value
189659
I
By: Leonie Holdings, Ltd.
Common Stock, $0.0001 par value
2017-12-23
4
S
0
563466
1.6042
D
0
I
By: Brentwood LIIT (NZ) Ltd.
Common Stock, $0.0001 par value
7279
D
Common Stock, $0.0001 par value
219895
D
Common Stock, $0.0001 par value
632848
I
By: Ivory Castle Ltd.
Common Stock, $0.0001 par value
318594
D
Common Stock, $0.0001 par value
63334
D
Warrants
4.18
2017-03-29
2018-03-29
Common Stock, $0.0001 par value
165000
165000
D
Warrants
4.90
2017-05-12
2018-05-12
Common Stock, $0.0001 par value
20000
20000
D
Warrants
2.40
2017-10-04
2018-10-04
Common Stock, $0.0001 par value
70000
70000
D
Warrants
6.00
2015-09-30
2018-09-07
Common Stock, $0.0001 par value
22500
22500
I
By: Ivory Castle Ltd.
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.
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.
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.
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.
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.
Securities owned directly by Mr. Watson.
Securities owned directly by Mr. Gibson.
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.
Securities owned directly by Mr. Stranberg.
Securities owned directly by Mr. Davis-Rice.
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.
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.
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.
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.
Cullen Inc Holdings Ltd.: /s/ Eric J. Watson as Director
2018-02-15
/s/ Eric J. Watson
2018-02-15
/s/ Eric J. Watson as attorney-in-fact for William Gibson
2018-02-15
/s/ Eric J. Watson as attorney-in-fact for Andrew Stranberg
2018-02-15
/s/ Eric J. Watson as attorney-in-fact for Justin Davis-Rice
2018-02-15