4//SEC Filing
Lewin Nick 4
Accession 0001209191-22-042945
CIK 0001839360other
Filed
Jul 20, 8:00 PM ET
Accepted
Jul 21, 8:41 PM ET
Size
13.1 KB
Accession
0001209191-22-042945
Insider Transaction Report
Form 4
Lewin Nick
Director
Transactions
- Award
Common Stock
2022-07-19+730,794→ 9,951,359 total(indirect: See footnote) - Award
Common Stock
2022-07-19+9,220,565→ 9,220,565 total(indirect: See footnote) - Award
Common Stock
2022-07-19+519,009→ 7,067,446 total(indirect: See footnote) - Award
Common Stock
2022-07-19+6,548,437→ 6,548,437 total(indirect: See footnote)
Footnotes (4)
- [F1]Reflects securities acquired pursuant to the terms of the Merger Agreement, dated as of October 24, 2021, as amended from time to time (the "Merger Agreement"), entered into by and among B. Riley Principal 150 Merger Corp. (which subsequently changed its name to "FaZe Holdings Inc.", the "Issuer"), FaZe Clan Inc. ("Old FaZe"), and BRPM Merger Sub, Inc., a wholly owned subsidiary of B. Riley Principal 150 Merger Corp., pursuant to which the Issuer acquired Old FaZe (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old FaZe common stock outstanding immediately prior to the closing of the Business Combination was entitled to receive 2.2267 shares of Issuer common stock and certain earnout shares ("Earn-out Shares"). The Business Combination closed on July 19, 2022 (the "Closing Date").
- [F2]Reflects securities held directly by CPH Phase II SPV LP. CPH Holdings VII, LLC is the sole general partner of each of CPH Phase II SPV LP and CPH Phase III SPV LP, and Nick Lewin is the sole manager of CPH Holdings VII, LLC. In such capacity, Mr. Lewin has sole voting and investment power over the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP and therefore may be deemed to be the beneficial owner of such securities. With respect to the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP, Mr. Lewin disclaims beneficial ownership, except to the extent of his pecuniary interest therein.
- [F3]Reflects securities held directly by CPH Phase III SPV LP. CPH Holdings VII, LLC is the sole general partner of each of CPH Phase II SPV LP and CPH Phase III SPV LP, and Nick Lewin is the sole manager of CPH Holdings VII, LLC. In such capacity, Mr. Lewin has sole voting and investment power over the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP and therefore may be deemed to be the beneficial owner of such securities. With respect to the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP, Mr. Lewin disclaims beneficial ownership, except to the extent of his pecuniary interest therein.
- [F4]Reflects Earn-Out shares which will vest and no longer be subject to forfeiture if, at any time during the period commencing 90 days after the Closing Date and ending on the fifth anniversary of the Closing Date, the volume-weighted average price of the Issuer common stock exceeds certain thresholds as discussed below. One-third of these Earn-out Shares will vest if the volume-weighted average price of Issuer common stock equals or exceeds $12.00 for any 20 trading days within any 30 trading day period, one-third will vest if the volume-weighted average price of the Issuer common stock equals or exceeds $14.00 for any 20 trading days within any 30 trading day period, and one-third will vest if the volume-weighted average price of the Issuer common stock equals or exceeds $16.00 for any 20 trading days within any 30 trading day period.
Documents
Issuer
FaZe Holdings Inc.
CIK 0001839360
Entity typeother
Related Parties
1- filerCIK 0001937308
Filing Metadata
- Form type
- 4
- Filed
- Jul 20, 8:00 PM ET
- Accepted
- Jul 21, 8:41 PM ET
- Size
- 13.1 KB