Zach Katz - Jul 19, 2022 Form 4 Insider Report for FaZe Holdings Inc. (FAZE)

Role
President and Chief Operating Officer.
Signature
/s/ Helen Webb, as Attorney-in-Fact
Stock symbol
FAZE
Transactions as of
Jul 19, 2022
Transactions value $
$0
Form type
4
Date filed
7/21/2022, 08:39 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FAZE Common Stock Award +813K 813K Jul 19, 2022 Direct F1, F2
transaction FAZE Common Stock Award +64.5K +7.93% 878K Jul 19, 2022 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects securities acquired pursuant to the terms of the Merger Agreement, dated as of October 24, 2021, as amended from time to time (the "Merger Agreement"), entered into by and among B. Riley Principal 150 Merger Corp. (which subsequently changed its name to "FaZe Holdings Inc.", the "Issuer"), FaZe Clan Inc. ("Old FaZe"), and BRPM Merger Sub, Inc., a wholly owned subsidiary of B. Riley Principal 150 Merger Corp., pursuant to which the Issuer acquired Old FaZe (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old FaZe common stock outstanding, Old FaZe option and Old FaZe restricted stock award outstanding immediately prior to the closing of the Business Combination was entitled to receive 2.2267 shares of Issuer common stock, option, or restricted stock award, respectively, and certain earnout shares ("Earn-out Shares"). The Business Combination closed on July 19, 2022 (the "Closing Date").
F2 Reflects 813,223 restricted stock awards as of the Closing Date that vest monthly in equal installments until May 10, 2025.
F3 Reflects Earn-Out shares which will vest and no longer be subject to forfeiture if, at any time during the period commencing 90 days after the Closing Date and ending on the fifth anniversary of the Closing Date, the volume-weighted average price of the Issuer common stock exceeds certain thresholds as discussed below. One-third of these Earn-out Shares will vest if the volume-weighted average price of Issuer common stock equals or exceeds $12.00 for any 20 trading days within any 30 trading day period, one-third will vest if the volume-weighted average price of the Issuer common stock equals or exceeds $14.00 for any 20 trading days within any 30 trading day period, and one-third will vest if the volume-weighted average price of the Issuer common stock equals or exceeds $16.00 for any 20 trading days within any 30 trading day period.

Remarks:

President and Chief Operating Officer.