4//SEC Filing
Ward Mason 4
Accession 0000905148-23-001656
CIK 0001826011other
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 9:56 PM ET
Size
14.9 KB
Accession
0000905148-23-001656
Insider Transaction Report
Form 4
Alco Investment Co
10% Owner
Transactions
- Award
Class A Common Stock
2023-12-14+1,571,261→ 1,571,261 total(indirect: See Footnote) - Award
Warrant (Right to Buy)
2023-12-14+353,248→ 353,248 totalExercise: $11.50→ Class A Common Stock (353,248 underlying) - Award
Class A Common Stock
2023-12-14+25,170→ 25,170 total - Award
Class A Common Stock
2023-12-14+825,000→ 2,396,261 total(indirect: See Footnote)
Ward Mason
Director
Transactions
- Award
Class A Common Stock
2023-12-14+825,000→ 2,396,261 total(indirect: See Footnote) - Award
Class A Common Stock
2023-12-14+1,571,261→ 1,571,261 total(indirect: See Footnote) - Award
Warrant (Right to Buy)
2023-12-14+353,248→ 353,248 totalExercise: $11.50→ Class A Common Stock (353,248 underlying) - Award
Class A Common Stock
2023-12-14+25,170→ 25,170 total
Footnotes (6)
- [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, the Reporting Person acquired these shares of Class A common stock of the Issuer ("Class A Common Stock") in exchange for shares of Class A common stock of Banzai held immediately prior the Closing, which were automatically converted into a number of shares of Class A Common Stock equal to (i) Per Share Value (as defined in the Issuer's prospectus on Form 424B3 filed with the Securities and Exchange Commission on November 13, 2023) divided by (y) $10.00 per share pursuant to the terms and subject to the conditions set forth in the Merger Agreement.
- [F4]Shares held directly by ALCO Investment Company ("ALCO"). Mason Ward is the Chief Financial Officer of ALCO and a member of the investment committee, in such capacity, may be deemed to have investment control over the shares held by ALCO. Mason Ward disclaims beneficial ownership over the securities held by ALCO except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that Mason Ward is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
- [F5]At the Closing, ALCO received these shares of Class A Common Stock in connection with 7GC & Co. Holdings LLC's forfeiture of the same amount of Class B common stock of the Issuer pursuant to share purchase agreements with 7GC & Co. Holdings LLC.
- [F6]These warrants become exercisable 30 days after the Closing and will expire five years from the date of Closing.
Documents
Issuer
Banzai International, Inc.
CIK 0001826011
Entity typeother
Related Parties
1- filerCIK 0002003478
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 9:56 PM ET
- Size
- 14.9 KB