B. Riley Financial, Inc. - Jul 19, 2022 Form 4 Insider Report for FaZe Holdings Inc. (FAZE)

Role: 10%+ Owner
Signature: /s/ Bryant R. Riley, the Co-Chief Executive Officer of B. Riley Financial, Inc.
Stock symbol: FAZE
Transactions as of: Jul 19, 2022
Transactions value $: $75,425,000
Form type: 4
Date filed: 7/21/2022, 09:30 PM
Previous filing: Jul 20, 2022
Next filing: Jul 26, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FAZE	Common Stock	Other		+4.31M	+829.33%		4.83M	Jul 19, 2022	By B. Riley Principal 150 Sponsor Co., LLC	F1, F2, F3, F4, F5
transaction	FAZE	Common Stock	Award	$73.4M	+7.34M		$10.00^*	7.34M	Jul 19, 2022	By. B. Riley Principal Investments, LLC	F1, F2, F6
transaction	FAZE	Common Stock	Award	$2M	+200K		$10.00^*	200K	Jul 19, 2022	Direct	F7, F8

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	FAZE	Class B Common Stock	Other		-4.31M	-100%		0	Jul 19, 2022	Class A Common Stock	4.31M		By B. Riley Principal 150 Sponsor Co., LLC	F1, F2, F4
transaction	FAZE	Warrants (right to buy)	Other		+173K			173K	Jul 19, 2022	Class A Common Stock	173K	$11.50	By B. Riley Principal 150 Sponsor Co., LLC	F1, F2, F5, F9

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

Explanation of Responses:

Id	Content
F1	B. Riley Principal Investments, LLC ("BRPI") is the managing member of B. Riley Principal 150 Sponsor Co., LLC ("Sponsor") and is a wholly-owned subsidiary of B. Riley Financial, Inc. ("BRF"). BRPI and BRF have voting and dispositive power over the securities held by the Sponsor. As a result, BRF may be deemed to indirectly beneficially own the securities directly held by BRPI, and each of BRPI and BRF may be deemed to indirectly beneficially own the securities directly held by the Sponsor.
F2	Bryant R. Riley is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities directly held by the Sponsor and BRPI. Each of BRF, the Sponsor, BRPI, and Bryant R. Riley disclaims beneficial ownership of any securities reported herein, except to the extent of its/his respective pecuniary interest therein, directly or indirectly.
F3	In connection with the consummation of the business combination (the "Business Combination") and pursuant to the Agreement and Plan of Merger, dated as of October 24, 2021 (as amended on December 29, 2021 and March 10, 2022, the "Merger Agreement"), by and among B. Riley Principal 150 Merger Corp., a Delaware corporation ("BRPM"), BRPM Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of BRPM ("Merger Sub"), and FaZe Clan Inc. ("Legacy FaZe"), pursuant to which Merger Sub merged with and into Legacy FaZe, with Legacy FaZe surviving as a wholly-owned subsidiary of BRPM (which subsequently changed its name to "FaZe Holdings Inc.", the "Issuer"), the Issuer adopted an Amended and Restated Certificate of Incorporation which re-classified the BRPM Class A Common Stock into shares of the Issuer's single class of Common Stock.
F4	The shares of BRPM Class B common stock automatically converted into shares of BRPM Class A Common Stock at the time of the Business Combination on a one-for-one basis pursuant to the terms of the BRPM Class B common stock. Includes an aggregate of 2,156,250 shares subject to forfeiture if the vesting conditions set forth in the Sponsor Support Agreement dated as of October 24, 2021 ("Sponsor Support Agreement") by and among BRPM, Legacy FaZe, and the Sponsor are not met.
F5	The Sponsor owned 520,000 of the Issuer's Private Placement Units, as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (the "Registration Statement"), which automatically separated into their component securities upon the closing of the Business Combination.
F6	In connection with the Business Combination, BRPI acquired (i) an aggregate of 2,000,000 shares of Common Stock of the issuer at a price of $10.00 per share in a private placement pursuant to a Subscription Agreement dated as of October 24, 2021 by and among BRPM and BRPI and (ii) an aggregate of 5,342,500 shares of Common Stock of the issuer at a price of $10.00 per share in a private placement pursuant to the Sponsor Support Agreement dated as of October 24, 2021 by and among BRPM, Legacy FaZe, and B. Riley Principal 150 Sponsor Co., LLC ("Sponsor") and the Backstop Subscription Agreement dated as of July 19, 2022, by and between BRPM and BRPI.
F7	In connection with the Business Combination, Bryant R. Riley acquired an aggregate of 200,000 shares of Common Stock of the issuer at a price of $10.00 per share in a private placement pursuant to a Subscription Agreement dated as of October 24, 2021 by and among BRPM and Bryant R. Riley.
F8	Represents shares held directly by Bryant R. Riley.
F9	The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.