| | | | | | | | | | | | | | | | | | | | | |
Ownership Document |
Schema Version: X0303 |
Document Type: 4 |
Period of Report: 5/23/08 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1139683 |
| Issuer Name: BLUE HOLDINGS, INC. |
| Issuer Trading Symbol: BLHI.PK |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1325213 |
| | Owner Name: Guez Elizabeth |
| Reporting Owner Address: |
| | Owner Street 1: C/O BLUE HOLDINGS, INC. |
| | Owner Street 2: 5804 E. SLAUSON AVENUE |
| | Owner City: COMMERCE |
| | Owner State: CA |
| | Owner ZIP Code: 90040 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/23/08 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,750,000 |
| | | Transaction Price Per Share: |
| Value: 0.8 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 2,008,500 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 9/23/08 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,750,000 |
| | | Transaction Price Per Share: |
| Value: 0.8 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 16,028,757 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F2 |
| | | Nature of Ownership: |
| Value: By Paul Guez, Spouse |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 11/26/08 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 40,000 |
| | | Transaction Price Per Share: |
| Value: 0.1325 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 16,068,757 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F2 |
| | | Nature of Ownership: |
| Value: By Paul Guez, Spouse |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 12/1/08 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 4,623,589 |
| | | Transaction Price Per Share: |
| Value: 0.58 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 20,692,346 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F2 |
| | | Nature of Ownership: |
| Value: By Paul Guez, Spouse |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 117,382 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F3 |
| | | Nature of Ownership: |
| Value: By Paul and Beth Guez Living Trust |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: 8% Senior Secured Convertible Note |
| | Conversion or Exercise Price: |
| | | Value: 0.4 |
| | Transaction Date: |
| | | Value: 9/23/08 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,618,093 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 9/23/08 |
| | Expiration Date: |
| | | Value: 3/1/11 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 4,045,233 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,618,093 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock Purchase Warrant |
| | Conversion or Exercise Price: |
| | | Value: 0.4 |
| | Transaction Date: |
| | | Value: 9/23/08 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,415,832 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 9/23/08 |
| | Expiration Date: |
| | | Value: 9/23/13 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,415,832 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,415,832 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Series A Convertible Preferred Stock |
| | Conversion or Exercise Price: |
| | | Value: 0.58 |
| | Transaction Date: |
| | | Value: 12/1/08 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,000,000 |
| | | Transaction Price Per Share: |
| Value: 2.6816 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Value: 11/28/07 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 4,623,589 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F2 |
| | | Nature of Ownership: |
| Value: By Paul Guez, Spouse |
Footnotes: |
| Footnote - F1: On September 23, 2008, pursuant to a Settlement Agreement and Mutual Release with the Registrant, the Reporting Person and her spouse rescinded the conversion on March 5, 2008 of $1,400,000 of indebtedness under a line of credit agreement with the Reporting Person's spouse into 1,750,000 shares of the Registrant's common stock, the Reporting Person's spouse forgave $700,000 of indebtedness under the line of credit, the Registrant issued the 8% Senior Secured Convertible Note and the Warrant jointly to the Reporting Person and her spouse in settlement of all amounts owed to the Reporting Person, her spouse and their affiliates as of September 23, 2008 (other than certain amounts outside of the line of credit accrued during fiscal 2008 and set forth in the Settlement Agreement and Mutual Release), and the Registrant, the Reporting Person and her spouse mutually released each other from existing claims. |
| Footnote - F2: The Reporting Person may be deemed to beneficially own the shares directly held by the Reporting Person's spouse, but disclaims beneficial ownership in such securities, except to the extent of the Reporting Person's pecuniary interest therein. |
| Footnote - F3: Each of the Reporting Person and Paul Guez are Co-Trustees of the Living Trust and have voting and dispositive control of the securities held by the Trust and accordingly may be deemed to beneficially own such securities. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of the Reporting Person's pecuniary interest therein. |
| Footnote - F4: The Series A Convertible Preferred Stock has no expiration date. |
Owner Signature: |
| Signature Name: /s/ Elizabeth Guez |
| Signature Date: 12/1/08 |