Statement of Ownership (sc 13g)
April 10 2018 - 12:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Long
Blockchain Corp.
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
542614102
(CUSIP
Number)
December
21, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule
13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
|
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No.
542614102
|
1.
|
|
Names
of Reporting Persons
Brentwood
LIIT (NZ) Limited
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2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
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3.
|
|
SEC
Use Only
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4.
|
|
Citizenship
or Place of Organization
New
Zealand
|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
563,466
(1)
|
|
6.
|
Shared
Voting Power
0
|
|
7.
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Sole
Dispositive Power
563,466
(1)
|
|
8.
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Shared
Dispositive Power
0
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9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
563,466
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
5.5%
(2)
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12.
|
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Type
of Reporting Person (See Instructions)
CO
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(1)
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These shares are owned directly by Brentwood LIIT
(NZ) Limited and are controlled by its sole director Kerry Finnigan. Kerry Finnigan has the sole voting and dispositive power
of the securities held by Brentwood LIIT (NZ) Limited.
|
|
|
(2)
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Based
on 10,219,897 shares of common stock of the Issuer outstanding as of January 3, 2018, as disclosed in the Issuer’s Prospectus
filed pursuant to rule 424(b)(5) with the Securities and Exchange Commission on January 5, 2018.
|
CUSIP
No.
542614102
|
1.
|
|
Names
of Reporting Persons
Kerry
Finnigan
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
New
Zealand
|
Number
of Shares
Beneficially
Owned
By
Each Reporting
Person
With:
|
5.
|
Sole
Voting Power
563,466
(1)
|
|
6.
|
Shared
Voting Power
0
|
|
7.
|
Sole
Dispositive Power
563,466
(1)
|
|
8.
|
Shared
Dispositive Power
0
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
563,466
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
5.5%
(2)
|
12.
|
|
Type
of Reporting Person (See Instructions)
IN
|
(1)
|
These shares are owned directly by Brentwood LIIT
(NZ) Limited and are controlled by its sole director Kerry Finnigan. Kerry Finnigan has the sole voting and dispositive power
of the securities held by Brentwood LIIT (NZ) Limited.
|
|
|
(2)
|
Based
on 10,219,897 shares of common stock of the Issuer outstanding as of January 3, 2018, as disclosed in the Issuer’s Prospectus
filed pursuant to rule 424(b)(5) with the Securities and Exchange Commission on January 5, 2018.
|
Item
1(a).
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Name
of Issuer:
|
|
|
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Long
Blockchain Corp., a Delaware corporation (the “Issuer”)
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|
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Item
1(b).
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Address
of the Issuer’s Principal Executive Offices:
|
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12-1
Dubon Court, Farmingdale
New
York 11735
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|
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Item
2(a).
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Names
of Persons Filing:
|
|
|
|
This
Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
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(i)
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Brentwood
LIIT (NZ) Limited (“Brentwood”)
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|
|
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(ii)
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Kerry Finnigan
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Item
2(b).
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Address
of Principal Business Office or, if None, Residence:
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The
address of the principal business and principal office of each of the Reporting persons
is Level 2, 20 Augustus Terrace, Parnell, Auckland, 1052, New Zealand.
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Item 2(c).
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Citizenship:
|
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(i)
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Brentwood
LIIT (NZ) Limited, a New Zealand limited company.
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|
|
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(ii)
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Kerry Finnigan
is a citizen of New Zealand.
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Item
2(d).
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Title
of Class of Securities:
|
|
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common stock,
$0.0001 par value.
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Item 2(e).
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CUSIP
Number:
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|
|
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542614102
|
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Item 3.
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If this
statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether
the person filing is a:
|
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☐
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(a)
Broker or Dealer registered under Section 15 of the Exchange Act.
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|
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☐
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(b) Bank
as defined in Section 3(a)(b) or the Exchange Act.
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☐
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(c) Insurance
company as defined in Section 3(a)(19) of the Exchange Act.
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☐
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(d) Investment
company registered under Section 8 of the Investment Company Act.
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☐
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(e)
An Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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☐
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(f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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☐
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(g) A Parent
Holding Company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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☐
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(h) A Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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☐
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(i)
A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company
Act.
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☐
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(j)
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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☐
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(j) Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
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Not applicable
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Item
4.
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Ownership.
The
aggregate number and percentage of Common Stock beneficially owned by each Reporting Person (on the basis of a total of 10,219,897
shares of Common Stock outstanding as of January 3, 2018, as disclosed in the Issuer’s Prospectus filed pursuant to rule
424(b)(5) with the Securities and Exchange Commission on January 5, 2018, are as follows:
|
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(a)
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Amount beneficially owned:
|
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(i)
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Brentwood -563,466
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(ii)
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Kerry Finnigan -563,466
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(iii)
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Brentwood -5.5%
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(iv)
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Kerry Finnigan -5.5%
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Brentwood:
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(c)
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Number of shares to which the Reporting Person has:
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i.
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Sole power to vote or to direct the vote:
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563,466
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ii.
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Shared power to vote or to direct the vote:
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0
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iii.
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Sole power to dispose or to direct the disposition of:
|
563,466
|
|
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iv.
|
Shared power to dispose or to direct the disposition of:
|
0
|
Kerry Finnigan
:
|
(c)
|
Number of shares to which the Reporting Person has:
|
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
563,466
|
|
|
ii.
|
Shared power to vote or to direct the vote:
|
0
|
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
563,466
|
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
0
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
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Not Applicable
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not Applicable
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person.
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Not Applicable
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Item 8.
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Identification
and Classification of Members of the Group.
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Not Applicable
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Item 9.
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Notice
of Dissolution of Group.
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Not Applicable
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Item 10.
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Certifications.
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Not Applicable
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE:
April 5, 2018
|
Brentwood
LIIT (NZ) Limited
a
New Zealand limited company
|
|
By:
|
/s/
Kerry Finnigan
|
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Name:
|
Kerry Finnigan
|
|
Title:
|
Director
|
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/s/
Kerry Finnigan
|
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Kerry Finnigan
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EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing
on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common
stock, $0.0001 par value per share, of Long Blockchain Corp., and further agree that this Joint Filing Agreement shall be included
as an exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided,
however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such
party knows or has reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the
same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of April 5, 2018.
|
Brentwood
LIIT (NZ) Limited
a
New Zealand limited company
|
|
By:
|
/s/
Kerry Finnigan
|
|
Name:
|
Kerry Finnigan
|
|
Title:
|
Director
|
|
/s/
Kerry Finnigan
|
|
Kerry Finnigan
|