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