0000905148-24-000401.txt : 20240201 0000905148-24-000401.hdr.sgml : 20240201 20240201211755 ACCESSION NUMBER: 0000905148-24-000401 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240130 FILED AS OF DATE: 20240201 DATE AS OF CHANGE: 20240201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Beck Milton Joseph CENTRAL INDEX KEY: 0001789399 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39826 FILM NUMBER: 24588605 MAIL ADDRESS: STREET 1: 3485 N. PINES WAY SUITE 110 CITY: WILSON STATE: WY ZIP: 83014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Leeney Jack CENTRAL INDEX KEY: 0001789401 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39826 FILM NUMBER: 24588603 MAIL ADDRESS: STREET 1: 3485 N. PINES WAY SUITE 110 CITY: WILSON STATE: WY ZIP: 83014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hennessy Thomas D CENTRAL INDEX KEY: 0001789408 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39826 FILM NUMBER: 24588604 MAIL ADDRESS: STREET 1: 3485 N. PINES WAY SUITE 110 CITY: WILSON STATE: WY ZIP: 83014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 7GC & Co. Holdings LLC CENTRAL INDEX KEY: 0001826010 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39826 FILM NUMBER: 24588606 BUSINESS ADDRESS: STREET 1: 188 KING STREET STREET 2: SUITE 308 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4156303148 MAIL ADDRESS: STREET 1: 188 KING STREET STREET 2: SUITE 308 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Banzai International, Inc. CENTRAL INDEX KEY: 0001826011 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 435 ERICKSEN AVE STREET 2: SUITE 308250 CITY: BAINBRIDGE ISLAND STATE: WA ZIP: 98110 BUSINESS PHONE: 2064141777 MAIL ADDRESS: STREET 1: 435 ERICKSEN AVE STREET 2: SUITE 308250 CITY: BAINBRIDGE ISLAND STATE: WA ZIP: 98110 FORMER COMPANY: FORMER CONFORMED NAME: 7GC & Co. Holdings Inc. DATE OF NAME CHANGE: 20200924 4 1 form4.xml X0508 4 2024-01-30 0001826011 Banzai International, Inc. BNZI 0001826010 7GC & Co. Holdings LLC C/O 7GC & CO. HOLDINGS LLC 388 MARKET STREET, SUITE 1300 SAN FRANCISCO CA 94111 true true See Remarks 0001789399 Beck Milton Joseph C/O 7GC & CO. HOLDINGS LLC 388 MARKET STREET, SUITE 1300 SAN FRANCISCO CA 94111 true 0001789408 Hennessy Thomas D C/O 7GC & CO. HOLDINGS LLC 388 MARKET STREET, SUITE 1300 SAN FRANCISCO CA 94111 true 0001789401 Leeney Jack C/O 7GC & CO. HOLDINGS INC. 388 MARKET STREET, SUITE 1300 SAN FRANCISCO CA 94111 true true false Promissory Notes 2.8632 2024-01-30 4 A 0 2550000 A 2024-01-30 Class A Common Stock 890611 2550000 D These promissory notes have no expiration date. On December 12, 2023, in connection with the Issuer's business combination, 7GC & Co. Holdings LLC (the "Sponsor") came to a non-binding agreement with the Issuer to amend the optional conversion provision of certain unsecured promissory notes issued by the Issuer to the Sponsor, pursuant to which the Issuer may borrow up to $2,550,000 from the Sponsor, to provide that the Sponsor has the right to elect to convert up to the full amount of the principal balance of these promissory notes, in whole or in part, 30 trading days after the closing of the Issuer's business combination (the "Closing") at a conversion price equal to the average daily volume weighted average price of the Issuer's Class A Common Stock for the 30 trading days following the Closing. These securities are directly owned by the Sponsor. Each of Mr. Jack Leeney, Mr. Thomas D. Hennessy and Mr. Milton Joseph Beck is a managing member of one of the managing members of the Sponsor. As such, each of Mr. Jack Leeney, Mr. Thomas D. Hennessy and Mr. Milton Joseph Beck has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Mr. Jack Leeney serves on the Issuer's Board of Directors (the "Board") as a representative of the Sponsor. By virtue of such representation on the Board, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Sponsor may be deemed to be a director of the Issuer by deputization. /s/ Jack Leeney, Managing Member of 7GC & Co. Holdings LLC 2024-02-01 /s/ M. Joseph Beck 2024-02-01 /s/ Thomas D. Hennessy 2024-02-01 /s/ Jack Leeney 2024-02-01