7GC & Co. Holdings LLC - Dec 14, 2023 Form 4 Insider Report for 7GC & Co. Holdings Inc. (BNZI)

Role
Other*, 10%+ Owner
Signature
/s/ Jack Leeney, Managing Member of 7GC & Co. Holdings LLC
Stock symbol
BNZI
Transactions as of
Dec 14, 2023
Transactions value $
$0
Form type
4
Date filed
12/18/2023, 09:04 PM
Next filing
Feb 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BNZI Class A Common Stock Options Exercise +4.43M 4.43M Dec 14, 2023 Direct F1, F2, F5

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 BNZI Class B Common Stock Disposed to Issuer $0 -397K -7.02% $0.00 5.25M Dec 14, 2023 Class A Common Stock 397K Direct F1, F2, F3, F6
transaction BNZI Class B Common Stock Disposed to Issuer $0 -825K -15.7% $0.00 4.43M Dec 14, 2023 Class A Common Stock 825K Direct F1, F2, F4, F6
transaction BNZI Class B Common Stock Options Exercise $0 -4.43M -100% $0.00* 0 Dec 14, 2023 Class A Common Stock 4.43M Direct F1, F2, F5, F6
transaction BNZI Warrant (Right to Buy) Award $0 +7.35M $0.00 7.35M Dec 14, 2023 Class A Common Stock 7.35M $11.50 Direct F7
transaction BNZI Warrant (Right to Buy) Disposed to Issuer $0 -7.35M -100% $0.00* 0 Dec 14, 2023 Class A Common Stock 7.35M $11.50 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were forfeited by the Reporting Person to the Issuer for no consideration pursuant to the terms of the non-redemption agreements entered into by the Reporting Person, the Issuer, and certain unaffiliated third parties in June 2023.
F4 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.
F5 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.
F6 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.
F7 These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing.

Remarks:

Each of Mr. Jack Leeney, Mr. Thomas D. Hennessy and Mr. Milton Joseph Beck is a managing member of one of the managing members of the Reporting Person and served on the Issuer's Board of Directors (the "Board") as a representative of the Reporting Person before the Closing, and Mr. Jack Leeney continues serving on the Board as a representative of the Reporting Person following the Closing. By virtue of such representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director of the Issuer by deputization.