4//SEC Filing
Leeney Jack 4
Accession 0000905148-23-001670
CIK 0001826011other
Filed
Dec 18, 7:00 PM ET
Accepted
Dec 19, 6:08 AM ET
Size
37.1 KB
Accession
0000905148-23-001670
Insider Transaction Report
Form 4
Leeney Jack
DirectorCOB, CEO and President10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2023-12-14−825,000→ 4,428,499 total(indirect: See Footnote)→ Class A Common Stock (825,000 underlying) - Exercise/Conversion
Class B Common Stock
2023-12-14−4,428,499→ 0 total(indirect: See Footnote)→ Class A Common Stock (4,428,499 underlying) - Disposition to Issuer
Warrant (Right to Buy)
2023-12-14−7,350,000→ 0 total(indirect: See Footnote)Exercise: $11.50→ Class A Common Stock (7,350,000 underlying) - Exercise/Conversion
Class A Common Stock
2023-12-14+4,428,499→ 4,428,499 total(indirect: See Footnote) - Disposition to Issuer
Class B Common Stock
2023-12-14−396,501→ 5,253,499 total(indirect: See Footnote)→ Class A Common Stock (396,501 underlying) - Award
Warrant (Right to Buy)
2023-12-14+7,350,000→ 7,350,000 total(indirect: See Footnote)Exercise: $11.50→ Class A Common Stock (7,350,000 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]Represents securities held by 7GC & Co. Holdings LLC (the "Sponsor"). The Reporting Person is the managing member of one of the managing members of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest the Reporting Person may have therein, directly or indirectly.
- [F4]At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were forfeited by the Sponsor to the Issuer for no consideration pursuant to the terms of the non-redemption agreements entered into by the Sponsor, the Issuer, and certain unaffiliated third parties in June 2023.
- [F5]At the Closing, these shares of Class B Common Stock were forfeited by the Reporting Person pursuant to share purchase agreements with ALCO Investment Company.
- [F6]At the Closing, these shares of 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.
- [F7]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.
- [F8]These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing.
Documents
Issuer
Banzai International, Inc.
CIK 0001826011
Entity typeother
Related Parties
1- filerCIK 0001789401
Filing Metadata
- Form type
- 4
- Filed
- Dec 18, 7:00 PM ET
- Accepted
- Dec 19, 6:08 AM ET
- Size
- 37.1 KB