X0306 4 2013-03-18 0 0001052257 Z TRIM HOLDINGS, INC ZTHO 0001432450 BRIGHTLINE CAPITAL MANAGEMENT, LLC 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK NY 10036 0 0 1 0 0001474772 BRIGHTLINE VENTURES I, LLC 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK NY 10036 0 0 1 0 0001436316 Smith Edward B III C/O BRIGHTLINE CAPITAL MANAGEMENT, LLC 1120 AVE OF THE AMERICAS, STE 1505 NEW YORK NY 10036 1 0 1 0 0001475061 KHERA, NICK 1120 AVENUE OF THE AMERICAS SUITE 1505 NEW YORK NY 10036 0 0 1 0 Common Stock, $.00005 par value 2013-03-18 4 C 0 3859697 1 A 15367146 I See Footnote Series II, 8% Convertible Preferred Stock 1 2013-03-18 4 C 0 665339 D 2011-03-18 2013-03-18 Common Stock, $.00005 par value 3326697 0 I See Footnote The Reporting Persons acquired shares of common stock, $.00005 par value of the Issuer (the "Common Stock") from the conversion of shares of Series II, 8%, convertible preferred stock, par value $0.01 per share (the "Preferred Stock") and the accrued interest from such Preferred Stock. The securities are held in the account of Brightline Ventures I, LLC and may be deemed to be beneficially owned by (a) Brightline Capital Management, LLC, the investment manager of Brightline Ventures I, LLC, (b) Edward B Smith III, a managing member of Brightline Capital Management, LLC and (c) Nick Khera, a managing member of Brightline Capital Management, LLC. Each of Brightline Capital Management, LLC, Edward B Smith III and Nick Khera disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose. The derivatives were acquired through the purchase of units (the "Units") from Z Trim Holdings, Inc. (the "Issuer") for $10,000 per Unit. Each Unit consisted of 2,000 shares of Preferred Stock and a five year warrant exercisable for 15,000 shares of the Common Stock. Brightline Capital Management, LLC, By: /s/ Nick Khera, Managing Member 2013-03-20 Brightline Ventures I, LLC, By: Brightline GP, LLC, its Managing Member, By: /s/ Nick Khera, Managing Member 2013-03-20 /s/ Edward B. Smith III 2013-03-20 /s/ Nick Khera 2013-03-20