Sec Form 3 Filing - Court Cavendish Ltd @ Long Blockchain Corp. - 2018-05-08

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Court Cavendish Ltd
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)
(Last) (First) (Middle)
THE CARE HOUSE, RANDALLS WAY, LEATHERHEAD
3. Date of Earliest Transaction (MM/DD/YY)
05/08/2018
(Street)
SURREY, X0KT22 7TW
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 512,733 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Warrant $ 3 12/21/2017 12/21/2020 Common Stock 100,000 D ( 1 )
Warrant $ 0.5 05/08/2018 05/08/2022 Common Stock 1,200,000 D ( 1 )
Convertible Note ( 2 ) $ 0.4 ( 2 ) 12/21/2017 12/21/2018 Common Stock 7,803,312 ( 3 ) D ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Court Cavendish Ltd
THE CARE HOUSE, RANDALLS WAY
LEATHERHEAD
SURREY, X0KT22 7TW
X
Patel Chai
C/O COURT CAVENDISH LTD., THE CARE HOUSE
RANDALLS WAY, LEATHERHEAD
SURREY, X0KT22 7TW
X
Signatures
/s/ Catherine Valenti, as director of Court Cavendish Ltd. 08/30/2018
Signature of Reporting Person Date
/s/ Dr. Chai Patel 08/30/2018
Signature of Reporting Person Date
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.

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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