0000905148-23-001652.txt : 20231218 0000905148-23-001652.hdr.sgml : 20231218 20231218210627 ACCESSION NUMBER: 0000905148-23-001652 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231214 FILED AS OF DATE: 20231218 DATE AS OF CHANGE: 20231218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Eggen Patrick CENTRAL INDEX KEY: 0001836960 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39826 FILM NUMBER: 231495427 MAIL ADDRESS: STREET 1: 388 MARKET STREET, SUITE 1300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 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 2023-12-14 true 0001826011 Banzai International, Inc. BNZI 0001836960 Eggen Patrick 388 MARKET STREET, SUITE 1300 SAN FRANCISCO CA 94111 true false Class A Common Stock 2023-12-14 4 M 0 25000 A 25000 D Class B Common Stock 2023-12-14 4 M 0 25000 0 D Class A Common Stock 25000 0 D Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote) (Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc. At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date. In light of the Reporting Person's membership interest in 7GC & Co. Holdings LLC, the Reporting Person also has an indirect but nonreportable pecuniary interest in certain shares of Class A Common Stock and Class B Common Stock held directly by 7GC & Co. Holdings LLC, over which the Reporting Person does not have voting or dispositive control. /s/ Patrick Eggen 2023-12-18