Rachel Stanley - Dec 14, 2023 Form 4 Insider Report for Banzai International, Inc. (BNZI)

Role
Vice President of Revenue
Signature
/s/ Mark Musburger, Attorney-in-Fact
Stock symbol
BNZI
Transactions as of
Dec 14, 2023
Transactions value $
$0
Form type
4
Date filed
12/19/2023, 06:04 AM
Next filing
May 16, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BNZI Class A Common Stock Award +5.99K 5.99K Dec 14, 2023 Direct F1, F2, F3

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 Stock Option (Right to Buy) Award $0 +24.6K $0.00 24.6K Dec 14, 2023 Class A Common Stock 24.6K $2.82 Direct F1, F2, F4, F5
transaction BNZI Stock Option (Right to Buy) Award $0 +6.15K $0.00 6.15K Dec 14, 2023 Class A Common Stock 6.15K $2.77 Direct F1, F2, F4, F6
transaction BNZI Stock Option (Right to Buy) Award $0 +61.5K $0.00 61.5K Dec 14, 2023 Class A Common Stock 61.5K $8.38 Direct F1, F2, F4, 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, the Reporting Person acquired these shares of Class A common stock of the Issuer ("Class A Common Stock") in exchange for shares of Class A common stock of Banzai held immediately prior the Closing, which were automatically converted into a number of shares of Class A Common Stock equal to (i) the Per Share Value (as defined in the Issuer's prospectus on Form 424B3 filed with the Securities and Exchange Commission on November 13, 2023) divided by (y) $10.00 per share (the "Exchange Ratio") pursuant to the terms and subject to the conditions set forth in the Merger Agreement.
F4 At the Closing, the Reporting Person acquired these options in exchange for options to purchase shares of Class A common stock of Banzai held immediately prior to the Closing, which were automatically converted into a number of options to purchase shares of Class A Common Stock equal to the number of shares of Class A common stock of Banzai subject to such option immediately prior to the Closing multiplied by the Exchange Ratio, and rounded down to the nearest whole share pursuant to the terms and subject to the conditions set forth in the Merger Agreement.
F5 This option vests in a series of 48 successive, substantially equal monthly installments starting on the vesting commencement date, October 18, 2021.
F6 This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, January 31, 2022.
F7 This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, November 1, 2022.