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