0001209191-22-042945.txt : 20220721 0001209191-22-042945.hdr.sgml : 20220721 20220721204118 ACCESSION NUMBER: 0001209191-22-042945 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220719 FILED AS OF DATE: 20220721 DATE AS OF CHANGE: 20220721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lewin Nick CENTRAL INDEX KEY: 0001937308 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40083 FILM NUMBER: 221098274 MAIL ADDRESS: STREET 1: C/O FAZE HOLDINGS INC. STREET 2: 720 N CAHUENGA BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90038 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FaZe Holdings Inc. CENTRAL INDEX KEY: 0001839360 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 852081659 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 720 N. CAHUENGA BLVD. CITY: LOS ANGELES STATE: CA ZIP: 90038 BUSINESS PHONE: (818) 688-6373 MAIL ADDRESS: STREET 1: 720 N. CAHUENGA BLVD. CITY: LOS ANGELES STATE: CA ZIP: 90038 FORMER COMPANY: FORMER CONFORMED NAME: B. Riley Principal 150 Merger Corp. DATE OF NAME CHANGE: 20210106 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-07-19 0 0001839360 FaZe Holdings Inc. FAZE 0001937308 Lewin Nick C/O FAZE HOLDINGS INC. 720 N. CAHUENGA BLVD. LOS ANGELES CA 90038 1 0 0 0 Common Stock 2022-07-19 4 A 0 9220565 A 9220565 I See footnote Common Stock 2022-07-19 4 A 0 6548437 A 6548437 I See footnote Common Stock 2022-07-19 4 A 0 730794 A 9951359 I See footnote Common Stock 2022-07-19 4 A 0 519009 A 7067446 I See footnote Reflects securities acquired pursuant to the terms of the Merger Agreement, dated as of October 24, 2021, as amended from time to time (the "Merger Agreement"), entered into by and among B. Riley Principal 150 Merger Corp. (which subsequently changed its name to "FaZe Holdings Inc.", the "Issuer"), FaZe Clan Inc. ("Old FaZe"), and BRPM Merger Sub, Inc., a wholly owned subsidiary of B. Riley Principal 150 Merger Corp., pursuant to which the Issuer acquired Old FaZe (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old FaZe common stock outstanding immediately prior to the closing of the Business Combination was entitled to receive 2.2267 shares of Issuer common stock and certain earnout shares ("Earn-out Shares"). The Business Combination closed on July 19, 2022 (the "Closing Date"). Reflects securities held directly by CPH Phase II SPV LP. CPH Holdings VII, LLC is the sole general partner of each of CPH Phase II SPV LP and CPH Phase III SPV LP, and Nick Lewin is the sole manager of CPH Holdings VII, LLC. In such capacity, Mr. Lewin has sole voting and investment power over the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP and therefore may be deemed to be the beneficial owner of such securities. With respect to the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP, Mr. Lewin disclaims beneficial ownership, except to the extent of his pecuniary interest therein. Reflects securities held directly by CPH Phase III SPV LP. CPH Holdings VII, LLC is the sole general partner of each of CPH Phase II SPV LP and CPH Phase III SPV LP, and Nick Lewin is the sole manager of CPH Holdings VII, LLC. In such capacity, Mr. Lewin has sole voting and investment power over the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP and therefore may be deemed to be the beneficial owner of such securities. With respect to the securities held by CPH Phase II SPV LP and CPH Phase III SPV LP, Mr. Lewin disclaims beneficial ownership, except to the extent of his pecuniary interest therein. Reflects Earn-Out shares which will vest and no longer be subject to forfeiture if, at any time during the period commencing 90 days after 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. /s/ Helen Webb, as Attorney-in-Fact 2022-07-21