| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BENF | Class A Common Stock | 1.5M | Jun 7, 2023 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | BENF | Class B Common Stock | Jun 7, 2023 | Class A Common Stock | 17.7M | See Footnotes | F4, F5, F6 | |||||||
| holding | BENF | BCH Class S Ordinary Units | Jun 7, 2023 | Class A Common Stock | 6.55M | See Footnotes | F5, F6, F7, F8 | |||||||
| holding | BENF | BCH Class S Preferred Units | Jun 7, 2023 | BCH Class S Ordinary Units | 25.9K | See Footnotes | F5, F6, F7, F8, F9 | |||||||
| holding | BENF | BCH A-0 Units Accounts | Jun 7, 2023 | BCH Class S Ordinary Units | 19.6M | See Footnotes | F5, F6, F7, F8, F10, F11 | |||||||
| holding | BENF | BCH A-1 Units Accounts | Jun 7, 2023 | BCH Class S Ordinary Units | 61.3M | See Footnotes | F5, F6, F7, F8, F12, F13 |
| Id | Content |
|---|---|
| F1 | Includes 1,423,427 shares of Class A common stock, par value $0.001 ("Class A Shares"), of Beneficient, a Nevada corporation (the "Issuer"), issuable upon the settlement of an award of 1,138,742 restricted equity units ("REUs") granted to Brad K. Heppner (the "Reporting Person") pursuant to The Beneficient Company Group, L.P. 2018 Equity Incentive Plan ("2018 Equity Incentive Plan"). Such award of REUs to the Reporting Person fully vested on the date of grant, April 25, 2019. |
| F2 | Includes 18,750 Class A Shares issuable upon settlement of an award of 15,000 REUs granted to the Reporting Person pursuant to the 2018 Equity Incentive Plan on April 25, 2019. Such award of REUs to the Reporting Person vested 25% on the date of grant, and the remaining 75% in three equal annual installments on April 25th of each subsequent calendar year. |
| F3 | Includes 54,289 Class A Shares issuable upon settlement of an award of 43,431 REUs granted to the Reporting Person pursuant to the 2018 Equity Incentive Plan on April 1, 2022. Such award of REUs to the Reporting Person shall vest 40% on June 8, 2023, and the remaining 60% in three equal annual installments on April 1st of each subsequent calendar year. |
| F4 | Each share of Class B common stock, $0.001 par value ("Class B Shares"), of the Issuer is convertible into Class A Shares on a one-for-one basis (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's articles of incorporation. The Class B Shares are convertible on June 7, 2023, and do not expire. |
| F5 | Represents securities directly held by Beneficient Holdings, Inc., a Delaware corporation ("BHI"). The voting and economic shares of BHI are 100% owned by The Highland Business Holdings Trust ("HBH") and therefore, HBH may be deemed to have beneficial ownership of any securities directly held by BHI. The Reporting Person is a director of BHI as well as both a beneficiary and a trustee of HBH and, in such capacity, may be deemed to have the power to vote and direct the disposition of any securities held by HBH or BHI. The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the beneficial owner of any securities directly held by BHI or HBH that are covered by this statement. |
| F6 | (Continued from footnote 4) The Reporting Person disclaims beneficial ownership of any securities directly held by BHI or HBH that are covered by this statement, except to the extent of the pecuniary interest of the Reporting Person in such securities. |
| F7 | In accordance with the terms of the Beneficient Company Holdings, L.P., a Delaware limited partnership ("BCH"), Eighth Amended and Restated Limited Partnership Agreement (as amended, the "BCH Eighth A&R LPA") adopted on June 7, 2023, and an Exchange Agreement, dated June 7, 2023, by and among the Issuer, BCH, and Beneficient Company Group, L.L.C., a Delaware limited liability company ("Ben LLC"), the Class S Ordinary Units of BCH ("BCH Class S Ordinary Units") may be exchanged, on a one-for-one basis, for Class A Shares upon the election of the holder of such BCH Class S Ordinary Units. The holder of such BCH Class S Ordinary Units must provide not less than sixty-one (61) days prior notice ("Notice") of the exchange to both the Issuer and Ben LLC, which shall occur on the later of (A) the expiration of such sixty-one (61) day Notice period, unless waived; |
| F8 | (Continued from footnote 6) (B) the third business day after the date of the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided; or (C) the first day following the earnings release by the Issuer covering the fiscal quarter in which the Notice is provided that directors and executive officers of the Issuer are permitted to trade under the applicable policies of Issuer relating to trading by directors and executive officers. The BCH Class S Ordinary Units are, subject to the Notice period, convertible as of June 7, 2023, and do not expire. |
| F9 | In accordance with the terms of the BCH Eighth A&R LPA, Class S Preferred Units of BCH ("BCH Class S Preferred Units") may be converted on a quarterly basis into BCH Class S Ordinary Units at a rate of 1 BCH Class S Ordinary Unit per 1.2 BCH Class S Preferred Unit converted. The BCH Class S Preferred Units are convertible on June 7, 2023, and do not expire. |
| F10 | In accordance with the terms of the BCH Eighth A&R LPA, the capital account balance of Preferred Series A Subclass 0 Unit Accounts of BCH ("BCH Preferred A-0 Unit Accounts") may be freely converted into BCH Class S Ordinary Units. Upon conversion, the number of BCH Class S Ordinary Units issued will equal to the capital account balance associated with the BCH Preferred A-0 Unit Accounts being converted divided by a price equal to, the average of (i) $10.50, and (ii) the volume-weighted average closing price of Class A Shares for the twenty (20) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $10.50 (as applicable, the "A-0 Conversion Price"). The BCH Preferred A-0 Unit Accounts are convertible on June 7, 2023, and do not expire. |
| F11 | Represents BCH Class S Ordinary Units issuable upon the conversion of the capital account balance of such BCH Preferred A- 0 Unit Accounts, assuming an A-0 Conversion Price of $10.50 in capital account balance of such BCH Preferred A-0 Unit Account per BCH Class S Ordinary Unit. |
| F12 | In accordance with the BCH Eighth A&R LPA, at any time on or after January 1, 2025, the capital account balance of Preferred Series A Subclass 1 Unit Accounts of BCH ("BCH Preferred A-1 Unit Accounts") may be freely converted into BCH Class S Ordinary Units, subject to a 20% annual conversion limit until December 31, 2029, unless the conversion price for the BCH Preferred A-1 Unit Accounts equals or exceeds $18.00 after January 1, 2025. Upon conversion, the number of BCH Class S Ordinary Units issued will equal to the capital account balance associated with the BCH Preferred A-1 Unit Accounts being converted divided by a price equal to the average closing price of Class A Shares for the thirty (30) days preceding the applicable exchange date; provided that, through December 31, 2027, such conversion price shall not be less than $10.50 (as applicable, the "A-1 Conversion Price"). The BCH Preferred A-1 Unit Accounts are convertible on June 7, 2023, and do not expire. |
| F13 | Represents BCH Class S Ordinary Units issuable upon the conversion of the capital account balance of such BCH Preferred A-1 Unit Accounts, assuming an A-1 Conversion Price of $10.50 in capital account balance such BCH Preferred A-1 Unit Account per BCH Class S Ordinary Unit. |
Chief Executive Officer, Chairman of the Board of Directors Exhibit 24: Power of Attorney