4//SEC Filing
Eggen Patrick 4
Accession 0000905148-23-001652
CIK 0001826011other
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 9:06 PM ET
Size
9.0 KB
Accession
0000905148-23-001652
Insider Transaction Report
Form 4
Eggen Patrick
Director
Transactions
- Exercise/Conversion
Class A Common Stock
2023-12-14+25,000→ 25,000 total - Exercise/Conversion
Class B Common Stock
2023-12-14−25,000→ 0 total→ Class A Common Stock (25,000 underlying)
Footnotes (5)
- [F1]Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote)
- [F2](Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc.
- [F3]At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.
- [F4]The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date.
- [F5]In light of the Reporting Person's membership interest in 7GC & Co. Holdings LLC, the Reporting Person also has an indirect but nonreportable pecuniary interest in certain shares of Class A Common Stock and Class B Common Stock held directly by 7GC & Co. Holdings LLC, over which the Reporting Person does not have voting or dispositive control.
Documents
Issuer
Banzai International, Inc.
CIK 0001826011
Entity typeother
Related Parties
1- filerCIK 0001836960
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 9:06 PM ET
- Size
- 9.0 KB