Jeffrey L. Berenson - Mar 10, 2023 Form 4 Insider Report for Berenson Acquisition Corp. I (BACA)

Role: Director
Signature: /s/ Yuta N. Delarck, Attorney-in-Fact
Stock symbol: BACA
Transactions as of: Mar 10, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/14/2023, 04:00 PM
Previous filing: Nov 15, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BACA	Class A common stock	Conversion of derivative security		+2.98M			2.98M	Mar 10, 2023	See footnotes	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BACA	Class B common stock	Conversion of derivative security		-2.98M	-61.06%		1.9M	Mar 10, 2023	Class A common stock	2.98M		See footnotes	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The shares of Class B common stock have no expiration date and will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-259470) (the "Registration Statement"). On March 10, 2023, Berenson SPAC Holdings I, LLC (the "Sponsor") exercised its right to convert 2,980,000 shares of Class B common stock held into 2,980,000 shares of Class A common stock on a one-for-one basis.
F2	The securities are held directly by the Sponsor. Jefferey Berenson, the Issuer's Chairman of the Board of Directors, controls BAC Brigade Holdings, LLC, the managing member of the Sponsor. Accordingly, Mr. Berenson may be deemed to beneficially own such securities. Certain of the Issuer's other officers, directly or indirectly own membership interests in the Sponsor and, as a result thereof, hold direct or indirect economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Berenson and such other officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Content

The shares of Class B common stock have no expiration date and will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as set forth in the Issuer's registration statement on Form S-1 (File No. 333-259470) (the "Registration Statement"). On March 10, 2023, Berenson SPAC Holdings I, LLC (the "Sponsor") exercised its right to convert 2,980,000 shares of Class B common stock held into 2,980,000 shares of Class A common stock on a one-for-one basis.

The securities are held directly by the Sponsor. Jefferey Berenson, the Issuer's Chairman of the Board of Directors, controls BAC Brigade Holdings, LLC, the managing member of the Sponsor. Accordingly, Mr. Berenson may be deemed to beneficially own such securities. Certain of the Issuer's other officers, directly or indirectly own membership interests in the Sponsor and, as a result thereof, hold direct or indirect economic interests in the Sponsor and pecuniary interests in certain of the securities held by the Sponsor. Each of Mr. Berenson and such other officers disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.