4//SEC Filing
Trink Lee 4
Accession 0001209191-22-042946
CIK 0001839360other
Filed
Jul 20, 8:00 PM ET
Accepted
Jul 21, 8:42 PM ET
Size
14.4 KB
Accession
0001209191-22-042946
Insider Transaction Report
Form 4
Trink Lee
DirectorSee Remarks
Transactions
- Award
Common Stock
2022-07-19+222,668→ 222,668 total - Award
Employee Stock Option (right to buy)
2022-07-19+2,393,684→ 2,393,684 totalExercise: $0.38Exp: 2025-04-01→ Common Stock (2,393,684 underlying) - Award
Common Stock
2022-07-19+2,310,184→ 2,310,184 total(indirect: See footnote) - Award
Common Stock
2022-07-19+190,125→ 412,793 total - Award
Common Stock
2022-07-19+183,098→ 2,493,282 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 and each Old FaZe option outstanding immediately prior to the closing of the Business Combination was entitled to receive 2.2267 shares of Issuer common stock or option, respectively, and certain earnout shares ("Earn-out Shares"). The Business Combination closed on July 19, 2022 (the "Closing Date").
- [F2]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.
- [F3]Reflects securities held directly by Dare Mighty Entertainment, LLC. Mr. Trink has sole voting and investment power over the shares held by Dare Mighty Entertainment, LLC and therefore may be deemed to be the beneficial owner of such shares.
- [F4]Includes unvested options, of which there were 129,165 as of the Closing Date, that vest monthly in equal installments until April 1, 2025.
Documents
Issuer
FaZe Holdings Inc.
CIK 0001839360
Entity typeother
Related Parties
1- filerCIK 0001937116
Filing Metadata
- Form type
- 4
- Filed
- Jul 20, 8:00 PM ET
- Accepted
- Jul 21, 8:42 PM ET
- Size
- 14.4 KB