Joseph P. Davy - Dec 14, 2023 Form 4 Insider Report for Banzai International, Inc. (BNZI)

Role: Chief Executive Officer, Director, 10%+ Owner
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, 06:07 AM
Next filing: Dec 26, 2023

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	Award	$0	+2.31M		$0.00	2.31M	Dec 14, 2023	Class A Common Stock	2.31M		Direct	F1, F2, F3, F4

* 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 B common stock of the Issuer ("Class B Common Stock") in exchange for shares of Class B common stock of Banzai held immediately prior to the Closing, which were automatically converted into a number of shares of Class B 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 pursuant to the terms and subject to the conditions set forth in the Merger Agreement.
F4	The shares of Class B Common Stock are convertible into shares of Class A Common Stock at the option of the Reporting Person, and will be automatically converted upon (i) a transfer by the Reporting Person (other than a permitted transfer), (ii) the determination of the Issuer's board of directors 90 days after the earliest of (A) termination for cause or due to death or permanent disability, (B) resignation, or (C) the Reporting Person no longer being a member of the board. These shares of Class B Common Stock have no expiration date.