FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Crimson Wine Group, Ltd [ CWGL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/30/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 08/30/2017 | G(1)(2) | V | 74,806 | D | $0 | 0 | I | By JSS 2008 Family Trust | |
Common Stock | 08/30/2017 | G(3)(4) | V | 14,806 | D | $0 | 0 | I | By JSS 2009 Family Trust | |
Common Stock | 08/30/2017 | G(5) | V | 57,403 | D | $0 | 0 | I | By JSS 2011 Family Trust | |
Common Stock | 08/30/2017 | G(1)(2)(3)(4) | V | 29,872 | A | $0 | 107,862 | I | By Paul S. Steinberg 2004 Trust | |
Common Stock | 08/30/2017 | G(1)(2)(3)(4) | V | 29,870 | A | $0 | 107,860 | I | By Rachel C. Steinberg 2004 Trust | |
Common Stock | 08/30/2017 | G(1)(2)(3)(4) | V | 29,870 | A | $0 | 107,860 | I | By Sarah A. Steinberg 2004 Trust | |
Common Stock | 08/30/2017 | G(5) | V | 57,403 | A | $0 | 57,403 | I | By JSS 2010 Family Trust | |
Common Stock | 361,796 | D | ||||||||
Common Stock | 13,200 | I | By Spouse | |||||||
Common Stock | 720 | I | By Daughter | |||||||
Common Stock | 200,000 | I | By JSS Holding Corp - 1 | |||||||
Common Stock | 70,000 | I | By JSS Holding Corp - 2 | |||||||
Common Stock | 200,000 | I | By JSS Holding Corp - 3 | |||||||
Common Stock | 200,000 | I | By JSS Holding Corp - 4 | |||||||
Common Stock | 200,000 | I | By JSS Holding Corp - 5 | |||||||
Common Stock | 200,000 | I | By JSS Holding Corp - 6 | |||||||
Common Stock | 200,000 | I | By JSS Holding Corp - 7 | |||||||
Common Stock | 114,806 | I | By Steinberg Holding Inc - D | |||||||
Common Stock | 114,806 | I | By Steinberg Holding Inc - E | |||||||
Common Stock | 114,806 | I | By Steinberg Holding Inc - F | |||||||
Common Stock | 114,806 | I | By Steinberg Holding Inc - G |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 |
Explanation of Responses: |
1. The transaction involved a gift by the JSS 2008 Family Trust U/T/A May 30 2008 Mark Hoenig Trustee of (i) 24,935 shares of CWGL common stock to Sarah A. Steinberg 2004 Trust ua dtd 04/19/2004, Joseph S. Steinberg, Jeffrey C. Keil, Sarah A. Steinberg, and Avil Neikrug as Trustees; (ii) 24,936 shares of CWGL common stock to Paul S. Steinberg 2004 Trust ua dtd 04/19/2004, Joseph S. Steinberg, Diane H. Steinberg and Jeffrey C. Keil as Trustees; and (iii) 24,935 shares of CWGL common stock to Rachel C. Steinberg 2004 Trust ua dtd 04/19/2004, Joseph S. Steinberg, Diane H. Steinberg and Jeffrey C. Keil as Trustees. Mr. Steinberg may be deemed to be beneficial owner of shares of common stock held by such trusts. |
2. The transaction is being reported solely to report the change in the form of beneficial ownership from indirect by the JSS 2008 Family Trust to indirect by the three recipient trusts and creation of pecuniary interests in the recipient trusts, of which the reporting person is trustee and the reporting person's adult children are the beneficiaries, as a result of the gifts reported. |
3. The transaction involved a gift by the JSS 2009 Family Trust U/T/A Sept 17 2009 Mark Hoenig Trustee of (i) 4,935 shares of CWGL common stock to Sarah A. Steinberg 2004 Trust ua dtd 04/19/2004, Joseph S. Steinberg, Jeffrey C. Keil, Sarah A. Steinberg, and Avil Neikrug as Trustees; (ii) 4,936 shares of CWGL common stock to Paul S. Steinberg 2004 Trust ua dtd 04/19/2004, Joseph S. Steinberg, Diane H. Steinberg and Jeffrey C. Keil as Trustees; and (iii) 4,935 shares of CWGL common stock to Rachel C. Steinberg 2004 Trust ua dtd 04/19/2004, Joseph S. Steinberg, Diane H. Steinberg and Jeffrey C. Keil as Trustees. Mr. Steinberg may be deemed to be beneficial owner of shares of common stock held by such trusts. |
4. The transaction is being reported solely to report the change in the form of beneficial ownership from indirect by the JSS 2009 Family Trust to indirect by the three recipient trusts and creation of pecuniary interests in the recipient trusts, of which the reporting person is trustee and the reporting person's adult children are the beneficiaries, as a result of the gifts reported. |
5. The transaction involved a gift of CWGL common stock by the JSS 2011 Family Trust U/T/A March 30 2011 Mark Hoenig Trustee to the JSS 2010 Family Trust, Joseph S. Steinberg, Diane H. Steinberg, Jeffrey C. Keil and Avraham Neikrug as Trustees. Mr. Steinberg may be deemed to be beneficial owner of shares of common stock held by such trusts. The transaction is being reported solely to report the change in the form of beneficial ownership from indirect by the JSS 2011 Family Trust to indirect by JSS 2010 Family Trust and creation of pecuniary interests in JSS 2010 Family Trust, of which the reporting person is trustee and the reporting person's adult children are the beneficiaries, as a result of the gifts reported. |
Remarks: |
/s/ Shannon McLaren as Attorney-in-Fact | 08/31/2017 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |