4//SEC Filing
Levesque Ashley 4
Accession 0000905148-23-001657
CIK 0001826011other
Filed
Dec 17, 7:00 PM ET
Accepted
Dec 18, 9:59 PM ET
Size
16.8 KB
Accession
0000905148-23-001657
Insider Transaction Report
Form 4
Levesque Ashley
Vice President of Marketing
Transactions
- Award
Class A Common Stock
2023-12-14+10,705→ 10,705 total - Award
Stock Option (Right to Buy)
2023-12-14+5,045→ 5,045 totalExercise: $2.82Exp: 2031-07-14→ Class A Common Stock (5,045 underlying) - Award
Stock Option (Right to Buy)
2023-12-14+70,686→ 70,686 totalExercise: $8.38Exp: 2033-03-01→ Class A Common Stock (70,686 underlying) - Award
Stock Option (Right to Buy)
2023-12-14+2,304→ 2,304 totalExercise: $2.82Exp: 2031-07-14→ Class A Common Stock (2,304 underlying) - Award
Stock Option (Right to Buy)
2023-12-14+3,457→ 3,457 totalExercise: $2.77Exp: 2032-02-15→ Class A Common Stock (3,457 underlying)
Footnotes (8)
- [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) the 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 (the "Exchange Ratio") pursuant to the terms and subject to the conditions set forth in the Merger Agreement.
- [F4]At the Closing, the Reporting Person acquired these options in exchange for options to purchase shares of Class A common stock of Banzai held immediately prior to the Closing, which were automatically converted into a number of options to purchase shares of Class A Common Stock equal to the number of shares of Class A common stock of Banzai subject to such option immediately prior to the Closing multiplied by the Exchange Ratio, and rounded down to the nearest whole share pursuant to the terms and subject to the conditions set forth in the Merger Agreement.
- [F5]This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, February 21, 2021.
- [F6]This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, July 1, 2021.
- [F7]This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, January 31, 2022.
- [F8]This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, June 1, 2022.
Documents
Issuer
Banzai International, Inc.
CIK 0001826011
Entity typeother
Related Parties
1- filerCIK 0002003439
Filing Metadata
- Form type
- 4
- Filed
- Dec 17, 7:00 PM ET
- Accepted
- Dec 18, 9:59 PM ET
- Size
- 16.8 KB