Nicholas Reyland Liuzza Jr. - 13 Jun 2025 Form 4 Insider Report for Beeline Holdings, Inc. (BLNE)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Nicholas Liuzza Jr.
Issuer symbol: BLNE
Transactions as of: 13 Jun 2025
Net transactions value: +$74,914
Form type: 4
Filing time: 16 Jun 2025, 16:05:28 UTC
Previous filing: 09 Jul 2025
Next filing: 06 Oct 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Liuzza Nicholas Reyland JR	Chief Executive Officer, Director, 10%+ Owner	188 VALLEY STREET,, SUITE 225, PROVIDENCE,	/s/ Nicholas Liuzza Jr.	16 Jun 2025	0001264473

This filing has been restated, see here for the amended filing

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BLNE	Common Stock	Purchase	$6.6	+10	+0%	$0.6595	1,768,058	13 Jun 2025	Direct
transaction	BLNE	Common Stock	Purchase	$1,918	+2,906	+0.16%	$0.6599	1,770,964	13 Jun 2025	Direct
transaction	BLNE	Common Stock	Purchase	$143	+217	+0.01%	$0.6573	1,771,181	13 Jun 2025	Direct
transaction	BLNE	Common Stock	Purchase	$71,588	+108,467	+6.1%	$0.6600	1,879,648	13 Jun 2025	Direct
transaction	BLNE	Common Stock	Purchase	$264	+400	+0.02%	$0.6599	1,880,048	13 Jun 2025	Direct
transaction	BLNE	Common Stock	Purchase	$995	+1,500	+0.08%	$0.6631	1,881,548	13 Jun 2025	Direct
holding	BLNE	Common Stock						223,716	13 Jun 2025	Nicholas R. Liuzza Jr. Trust - 2020	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BLNE	Series G Convertible Preferred Stock	Award		+296,078	+3.9%		7,937,567	13 Jun 2025	Common Stock	90,149	$1.67	Direct	F2, F3, F4
transaction	BLNE	Warrants to Purchase Common Stock	Award		+145,797	+3.9%		3,908,677	13 Jun 2025	Common Stock	145,797	$0.6600	Direct	F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person is trustee of the trust, and members of the reporting person's immediate family are beneficiaries of the trust.
F2	Represents Series G Convertible Preferred Stock ("Series G") purchased by the reporting person pursuant to a Securities Purchase Agreement with the issuer. The Series G are convertible into common stock at a conversion price of $1.67 per share.
F3	The preferred stock is perpetual and therefore has no expiration date.
F4	The reporting person paid a purchase price of $151,000 for the Series G and accompanying warrants. The reporting person had previously purchased $3,897,159 of Series G and accompanying warrants in transactions prior to June 13, 2025 as previously reported on prior Form 4s, for a total investment in the Series G and accompanying warrants of $4,048,159. Common stock amounts give effect to price protection adjustment provisions, which may be subject to further adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities. Conversions of Series G and exercise of warrants are subject to shareholder approval as and to the extent required by the rules of The Nasdaq Capital Market.
F5	Represents common stock purchase warrants having a five-year term, which were purchased pursuant to the Securities Purchase Agreement referred to in footnote (2).