Keith Jaffee - Apr 21, 2023 Form 4 Insider Report for Banyan Acquisition Corp (BYN)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
By: /s/ Keith Jaffee
Stock symbol
BYN
Transactions as of
Apr 21, 2023
Transactions value $
$0
Form type
4
Date filed
4/25/2023, 09:04 PM
Previous filing
Jan 19, 2022
Next filing
Dec 21, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BYN Class A Common Stock Conversion of derivative security $0 +2M $0.00 2M Apr 21, 2023 Through Banyan Acquisition Sponsor LLC F1, 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 BYN Class B Common Stock Award $0 +7.1M $0.00 7.1M Apr 21, 2023 Class A Common Stock 7.1M $0.00 Through Banyan Acquisition Sponsor LLC F2, F3
transaction BYN Class B Common Stock Conversion of derivative security $0 -2M -28.19% $0.00 5.1M Apr 21, 2023 Class A Common Stock 2M $0.00 Through Banyan Acquisition Sponsor LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In accordance with the amended and restated certificate of incorporation of Banyan Acquisition Corporation ("Banyan"), as amended, Banyan Acquisition Sponsor LLC ("Sponsor") elected to convert 2,000,000 shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis for no consideration.
F2 Pursuant to the amendment to the amended and restated certificate of incorporation of Banyan that became effective on April 21, 2023, the shares of Class B Common Stock held by the Sponsor became convertible into shares of Class A Common Stock at any time at the Sponsor's election on a one-for-one basis. The shares of Class B Common Stock also automatically convert into shares of Class A Common Stock at the time of the closing of Banyan's initial business combination on a one-for-one basis and have no expiration date.
F3 Sponsor is the record holder of the securities reported herein. Jerry Hyman and Keith Jaffee are the sole members of the board of managers of the Sponsor. As a result, Mr. Hyman and Mr. Jaffee may be deemed to share beneficial ownership of the shares held by the Sponsor. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his indirect pecuniary interest therein.