4//SEC Filing
Baumer Simon 4
Accession 0000905148-23-001668
CIK 0001826011other
Filed
Dec 18, 7:00 PM ET
Accepted
Dec 19, 6:06 AM ET
Size
12.3 KB
Accession
0000905148-23-001668
Insider Transaction Report
Form 4
Baumer Simon
Chief Technology Officer
Transactions
- Award
Stock Option (Right to Buy)
2023-12-14+30,733→ 30,733 totalExercise: $2.77Exp: 2032-02-15→ Class A Common Stock (30,733 underlying) - Award
Stock Option (Right to Buy)
2023-12-14+30,733→ 30,733 totalExercise: $8.38Exp: 2033-03-01→ Class A Common Stock (30,733 underlying) - Award
Stock Option (Right to Buy)
2023-12-14+30,733→ 30,733 totalExercise: $2.82Exp: 2031-07-14→ Class A Common Stock (30,733 underlying)
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 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 (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, and rounded down to the nearest whole share pursuant to the terms and subject to the conditions set forth in the Merger Agreement.
- [F4]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.
- [F5]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.
- [F6]This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, December 9, 2022.
Documents
Issuer
Banzai International, Inc.
CIK 0001826011
Entity typeother
Related Parties
1- filerCIK 0002003676
Filing Metadata
- Form type
- 4
- Filed
- Dec 18, 7:00 PM ET
- Accepted
- Dec 19, 6:06 AM ET
- Size
- 12.3 KB