7GC & Co. Holdings LLC - Jan 30, 2024 Form 4 Insider Report for Banzai International, Inc. (BNZI)

Signature
/s/ Jack Leeney, Managing Member of 7GC & Co. Holdings LLC
Stock symbol
BNZI
Transactions as of
Jan 30, 2024
Transactions value $
$2,550,000
Form type
4
Date filed
2/1/2024, 09:17 PM
Previous filing
Dec 18, 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 Promissory Notes Award $2.55M $2.55M Jan 30, 2024 Class A Common Stock 891K $2.86 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These promissory notes have no expiration date.
F2 On December 12, 2023, in connection with the Issuer's business combination, 7GC & Co. Holdings LLC (the "Sponsor") came to a non-binding agreement with the Issuer to amend the optional conversion provision of certain unsecured promissory notes issued by the Issuer to the Sponsor, pursuant to which the Issuer may borrow up to $2,550,000 from the Sponsor, to provide that the Sponsor has the right to elect to convert up to the full amount of the principal balance of these promissory notes, in whole or in part, 30 trading days after the closing of the Issuer's business combination (the "Closing") at a conversion price equal to the average daily volume weighted average price of the Issuer's Class A Common Stock for the 30 trading days following the Closing.
F3 These securities are directly owned by the Sponsor. 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 Sponsor. As such, each of Mr. Jack Leeney, Mr. Thomas D. Hennessy and Mr. Milton Joseph Beck has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Mr. Jack Leeney serves on the Issuer's Board of Directors (the "Board") as a representative of the Sponsor. By virtue of such representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Sponsor may be deemed to be a director of the Issuer by deputization.