Nick Lewin - 19 Jul 2022 Form 4 Insider Report for FaZe Holdings Inc.

Source evidence 4 source fields
Form type
4
Accepted by SEC
21 Jul 2022, 20:41:18 UTC
Next filing
16 Dec 2022
SEC filing
View on sec.gov
Reporting owner 1 detail
Reporting owner signature
/s/ Helen Webb, as Attorney-in-Fact

Key filing fact

Nick Lewin filed Form 4 for FaZe Holdings Inc. on 21 Jul 2022.

Key facts

  • This page summarizes Nick Lewin's Form 4 filing for FaZe Holdings Inc..
  • 4 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 21 Jul 2022, 20:41.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

See Original Filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

FAZE transaction

Common Stock

Award

Transaction value
Shares
+9,220,565
Change %
Price
Shares after
9,220,565
Date
19 Jul 2022
Ownership
See footnote
Footnotes
F1, F2
FAZE transaction

Common Stock

Award

Transaction value
Shares
+6,548,437
Change %
Price
Shares after
6,548,437
Date
19 Jul 2022
Ownership
See footnote
Footnotes
F1, F3
FAZE transaction

Common Stock

Award

Transaction value
Shares
+730,794
Change %
+7.9%
Price
Shares after
9,951,359
Date
19 Jul 2022
Ownership
See footnote
Footnotes
F1, F2, F4
FAZE transaction

Common Stock

Award

Transaction value
Shares
+519,009
Change %
+7.9%
Price
Shares after
7,067,446
Date
19 Jul 2022
Ownership
See footnote
Footnotes
F1, F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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 immediately prior to the closing of the Business Combination was entitled to receive 2.2267 shares of Issuer common stock and certain earnout shares ("Earn-out Shares"). The Business Combination closed on July 19, 2022 (the "Closing Date").

Footnote F2

Reflects securities held directly by CPH Phase II SPV LP. CPH Holdings VII, LLC is the sole general partner of each of CPH Phase II SPV LP and CPH Phase III SPV LP, and Nick Lewin is the sole manager of CPH Holdings VII, LLC. In such capacity, Mr. Lewin has sole voting and investment power over the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP and therefore may be deemed to be the beneficial owner of such securities. With respect to the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP, Mr. Lewin disclaims beneficial ownership, except to the extent of his pecuniary interest therein.

Footnote F3

Reflects securities held directly by CPH Phase III SPV LP. CPH Holdings VII, LLC is the sole general partner of each of CPH Phase II SPV LP and CPH Phase III SPV LP, and Nick Lewin is the sole manager of CPH Holdings VII, LLC. In such capacity, Mr. Lewin has sole voting and investment power over the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP and therefore may be deemed to be the beneficial owner of such securities. With respect to the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP, Mr. Lewin disclaims beneficial ownership, except to the extent of his pecuniary interest therein.

Footnote F4

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.

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