0000905148-23-001657.txt : 20231218 0000905148-23-001657.hdr.sgml : 20231218 20231218215939 ACCESSION NUMBER: 0000905148-23-001657 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: Levesque Ashley CENTRAL INDEX KEY: 0002003439 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39826 FILM NUMBER: 231495499 MAIL ADDRESS: STREET 1: 435 ERICKSEN AVE, SUITE 250 CITY: BAINBRIDGE ISLAND STATE: WA ZIP: 98110 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 0001826011 Banzai International, Inc. BNZI 0002003439 Levesque Ashley C/O BANZAI INTERNATIONAL, INC. 435 ERICKSEN AVE NE, SUITE 250 BAINBRIDGE ISLAND WA 98110 true Vice President of Marketing false Class A Common Stock 2023-12-14 4 A 0 10705 A 10705 D Stock Option (Right to Buy) 2.82 2023-12-14 4 A 0 2304 0 A 2031-07-14 Class A Common Stock 2304 2304 D Stock Option (Right to Buy) 2.82 2023-12-14 4 A 0 5045 0 A 2031-07-14 Class A Common Stock 5045 5045 D Stock Option (Right to Buy) 2.77 2023-12-14 4 A 0 3457 0 A 2032-02-15 Class A Common Stock 3457 3457 D Stock Option (Right to Buy) 8.38 2023-12-14 4 A 0 70686 0 A 2033-03-01 Class A Common Stock 70686 70686 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, the Reporting Person acquired these shares of Class A common stock of the Issuer ("Class A Common Stock") in exchange for shares of Class A common stock of Banzai held immediately prior the Closing, which were automatically converted into a number of shares of Class A Common Stock equal to (i) the Per Share Value (as defined in the Issuer's prospectus on Form 424B3 filed with the Securities and Exchange Commission on November 13, 2023) divided by (y) $10.00 per share (the "Exchange Ratio") pursuant to the terms and subject to the conditions set forth in the Merger Agreement. At the Closing, the Reporting Person acquired these options in exchange for options to purchase shares of Class A common stock of Banzai held immediately prior to the Closing, which were automatically converted into a number of options to purchase shares of Class A Common Stock equal to the number of shares of Class A common stock of Banzai subject to such option immediately prior to the Closing multiplied by the Exchange Ratio, and rounded down to the nearest whole share pursuant to the terms and subject to the conditions set forth in the Merger Agreement. This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, February 21, 2021. This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, July 1, 2021. This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, January 31, 2022. This option vests in a series of 48 successive, substantially equal monthly installments after one-year anniversary of the vesting commencement date, June 1, 2022. /s/ Mark Musburger, Attorney-in-Fact 2023-12-18