Tamara Sue Brandt - 21 Nov 2022 Form 4 Insider Report for FaZe Holdings Inc.

Role: Chief Legal Officer
Signature: Tamara S. Brandt
Issuer symbol: N/A
Transactions as of: 21 Nov 2022
Net transactions value: $0
Form type: 4
Filing time: 23 Nov 2022, 16:31:20 UTC
Previous filing: 21 Jul 2022
Next filing: 20 Dec 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FAZE	Common Stock	Award	$0	+475,000	+747%	$0.000000	538,598	21 Nov 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents the restricted stock award ("RSA") granted to the Reporting Person, pursuant to an RSA agreement with the Issuer. The shares will vest in equal installments on each of December 1, 2022, June 1, 2023, December 1, 2023, and June 1, 2024, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates.
F2	Reflects earn-out shares ("Earn-out Shares") which will vest and no longer be subject to forfeiture if, at any time during the period commencing 90 days after July 19, 2022 (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.

Content

Represents the restricted stock award ("RSA") granted to the Reporting Person, pursuant to an RSA agreement with the Issuer. The shares will vest in equal installments on each of December 1, 2022, June 1, 2023, December 1, 2023, and June 1, 2024, subject to the Reporting Person's continued service with the Issuer through the applicable vesting dates.

Reflects earn-out shares ("Earn-out Shares") which will vest and no longer be subject to forfeiture if, at any time during the period commencing 90 days after July 19, 2022 (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.