SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jaffee Keith

(Last)

(First)

(Middle)

C/O BANYAN ACQUISITION CORPORATION

400 SKOKIE BLVD, SUITE 820

(Street)

NORTHBROOK

60062

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pinstripes Holdings, Inc. [ BYN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/29/2023		D		2,706,406	D	⁽¹⁾	4,193,594	I	By Banyan Acquisition Sponsor LLC
Class A Common Stock	12/29/2023		D		1,596,832	D	⁽²⁾	2,596,762	I	By Banyan Acquisition Sponsor LLC
Class A Common Stock	12/29/2023		A		168,750	A	$8	168,750	I	By various trusts of which the Reporting Person is trustee

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B-1 Shares	⁽²⁾	12/29/2023		A		896,104		⁽²⁾	⁽²⁾	Class A Common Stock	896,104	⁽²⁾⁽³⁾	896,104	I	By Banyan Acquisition Sponsor LLC
Class B-2 Shares	⁽²⁾	12/29/2023		A		896,103		⁽²⁾	⁽²⁾	Class A Common Stock	896,103	⁽²⁾⁽⁴⁾	896,103	I	By Banyan Acquisition Sponsor LLC

Explanation of Responses:

1. In connection with the merger between Banyan Acquisition Corporation. ("Banyan") and Pinstripes, Inc. ("Pinstripes"), 2,706,406 shares of Class A Common Stock ("Class A Shares") were forfeited for no consideration.

2. Pursuant to the second amended and restated certificate of incorporation of Banyan ("Certificate of Incorporation"), 1,596,832 Class A Shares were reissued as 798,417 shares of Class B-1 Stock ("Class B-1 Shares") and 798,415 shares of Class B-2 Stock ("Class B-2 Shares"), each of which will automatically convert into Class A Shares upon achievement of a Class A Share trading price of $12.00 and $14.00, respectively.

3. Includes 97,687 shares of Class B Common Stock ("Class B Shares") which, pursuant to the Certificate of Incorporation, became subject to the stock price vesting and automatic conversion provisions as Class B- 1 Shares.

4. Includes 97,688 Class B Shares which, pursuant to the Certificate of Incorporation, became subject to the stock price vesting and automatic conversion provisions as Class B-2 Shares.

	/s/ Keith Jaffee	01/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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