Beeline (BLNE) CEO Liuzza receives 31,111-share grant in MagicBlocks SAFE exchange
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Beeline Holdings, Inc. disclosed that Chief Executive Officer and 10% owner Nicholas Reyland Liuzza Jr. received a grant of 31,111 shares of Common Stock on June 30, 2026 at $2.25 per share. According to the disclosure, the shares were acquired under a Securities Exchange Agreement among Beeline, MagicBlocks, Inc. and certain MagicBlocks shareholders and SAFE holders, in exchange for the surrender and cancellation of specified SAFEs. After this transaction, Liuzza directly owns 4,194,266 shares of Beeline Common Stock and indirectly holds 256,809 shares through a trust for which he serves as trustee and his immediate family members are beneficiaries. The company states the transaction was approved by a Special Committee of the Board and treated as exempt from Section 16(b) under Rule 16b-3.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Liuzza Nicholas Reyland JR
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 31,111 | $2.25 | $70K |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Common Stock — 4,194,266 shares (Direct, null);
Common Stock — 256,809 shares (Indirect, See Footnote)
Footnotes (1)
- The Reporting Person acquired the shares pursuant to a Securities Exchnage Agreement dated June 30, 2026, by and between the Issuer, MagicBlocks, Inc. and certain shareholders and third party SAFE holders of MagicBlocks, in exchange for the surrender and cancellation of certain SAFE's. The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder, as it was approved by the Issuer's Special Committee of the Board of Directors. The Reporting Person is trustee of the trust, and members of the Reporting Person's immediate family are beneficiaries of the trust.
Key Figures
Shares granted: 31,111 shares
Grant price: $2.25 per share
Direct holdings after grant: 4,194,266 shares
+1 more
4 metrics
Shares granted
31,111 shares
Common Stock grant on June 30, 2026
Grant price
$2.25 per share
Price for Common Stock grant on June 30, 2026
Direct holdings after grant
4,194,266 shares
Common Stock directly owned following the transaction
Indirect holdings
256,809 shares
Common Stock held indirectly through a trust
Key Terms
Securities Exchange Agreement, SAFE, Section 16(b), Rule 16b-3, +2 more
6 terms
Securities Exchange Agreement financial
"acquired the shares pursuant to a Securities Exchnage Agreement dated June 30, 2026"
A securities exchange agreement is a legal contract that spells out how one party will trade or convert one set of financial instruments (stocks, bonds, or other securities) for another, including the prices, timing, and conditions of the swap. For investors, it matters because the agreement changes who owns what and can alter ownership stakes, debt levels or voting control—like a clear recipe telling everyone exactly how ownership pieces are being swapped so you can judge the deal’s impact on value and risk.
SAFE financial
"third party SAFE holders of MagicBlocks, in exchange for the surrender and cancellation of certain SAFE's"
Section 16(b) regulatory
"The transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Rule 16b-3 regulatory
"by virtue of Rule 16b-3 promulgated thereunder, as it was approved"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Special Committee financial
"approved by the Issuer's Special Committee of the Board of Directors"
A special committee is a group of people chosen by an organization to carefully examine a specific issue or problem, often when a decision could have significant consequences. Think of it as a task force brought together to investigate and recommend actions, ensuring that important matters are handled thoroughly and fairly. For investors, this means decisions are made with careful oversight, which can impact the organization's stability and future direction.
trustee financial
"The Reporting Person is trustee of the trust, and members"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
FAQ
What did Beeline Holdings (BLNE) CEO Nicholas Liuzza Jr. report on this Form 4?
Beeline CEO Nicholas Liuzza Jr. reported receiving 31,111 shares of Common Stock. The shares were granted under a Securities Exchange Agreement tied to MagicBlocks, Inc. SAFEs, rather than through an open-market purchase or sale, and were treated as exempt under Rule 16b-3.
What are Nicholas Liuzza Jr.’s Beeline (BLNE) holdings after this Form 4 transaction?
After the transaction, Nicholas Liuzza Jr. directly holds 4,194,266 Beeline Common shares and indirectly holds 256,809 shares. The indirect shares are held in a trust where he is trustee and members of his immediate family are beneficiaries.
How are the CEO’s indirect Beeline (BLNE) holdings structured?
The Form 4 shows 256,809 Beeline shares held indirectly through a trust. Nicholas Liuzza Jr. serves as trustee of this trust, and members of his immediate family are the beneficiaries, giving him indirect beneficial ownership of those shares.