James Dale Henderson Jr - Mar 14, 2024 Form 4 Insider Report for Brand Engagement Network Inc. (BNAI)

Role: Corporate Secretary and General Counsel
Signature: /s/ James Dale Henderson Jr.
Stock symbol: BNAI
Transactions as of: Mar 14, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/18/2024, 05:32 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BNAI	Common Stock	Award	$0	+1.4M		$0.00	1.4M	Mar 14, 2024	Direct	F1

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	BNAI	Warrant	Award	$0	+54K		$0.00	54K	Mar 14, 2023	Common Stock	54K	$1.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these options in full on May 1, 2023 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing Predecessor common stock was converted into shares of common stock of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.
F2	On May 1, 2023, the Predecessor issued the Reporting Person a warrant to purchase 200,000 shares of Predecessor common stock. The Reporting Person has not yet converted these warrants. Pursuant to the Predecessor's business combination with DHC, existing Predecessor warrants were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

Content

On September 30, 2021, Brand Engagement Network Inc., a Wyoming corporation and the predecessor company (the "Predecessor") to Brand Engagement Network Inc., a Delaware corporation (the "Company") provided the Reporting Person with an award of 250,000 fully vested stock options pursuant to the Predecessor's 2021 Incentive Stock Option Plan. The Reporting Person exercised these options in full on May 1, 2023 at an exercise price of $0.10 per share. Pursuant to the Predecessor's business combination with DHC Acquisition Corp., a former Cayman Islands corporation ("DHC"), as reported on Form S-4 filed by DHC with the Securities and Exchange Commission on October 17, 2023 and most recently amended on February 12, 2024 (File No. 333-275058), existing Predecessor common stock was converted into shares of common stock of the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

On May 1, 2023, the Predecessor issued the Reporting Person a warrant to purchase 200,000 shares of Predecessor common stock. The Reporting Person has not yet converted these warrants. Pursuant to the Predecessor's business combination with DHC, existing Predecessor warrants were assumed by the Company as the entity surviving the merger. Shares reported herein are shares of the Company on an as-converted basis.

Remarks:

Corporate Secretary and General Counsel