4//SEC Filing
Henry Kainoa 4
Accession 0001209191-22-042943
CIK 0001839360other
Filed
Jul 20, 8:00 PM ET
Accepted
Jul 21, 8:38 PM ET
Size
10.9 KB
Accession
0001209191-22-042943
Insider Transaction Report
Form 4
Henry Kainoa
Chief Strategy Officer
Transactions
- Award
Common Stock
2022-07-19+58,417→ 437,447 total - Award
Employee Stock Option (right to buy)
2022-07-19+445,337→ 445,337 totalExercise: $0.38Exp: 2025-05-01→ Common Stock (445,337 underlying) - Award
Common Stock
2022-07-19+379,030→ 379,030 total
Footnotes (4)
- [F1]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, Old FaZe option and Old FaZe restricted stock award outstanding immediately prior to the closing of the Business Combination was entitled to receive 2.2267 shares of Issuer common stock, option, or restricted stock award, respectively, and certain earnout shares ("Earn-out Shares"). The Business Combination closed on July 19, 2022 (the "Closing Date").
- [F2]Reflects 379,030 restricted stock awards as of the Closing Date that vest 50% on October 18, 2022, 25% on October 19, 2022, and 25% on October 18, 2023.
- [F3]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.
- [F4]Includes unvested options, of which there were 72,774 as of the Closing Date, of which 22,569 vest in equal installments monthly until October 19, 2024, and 47,366 vest in equal installments monthly until May 1, 2025.
Documents
Issuer
FaZe Holdings Inc.
CIK 0001839360
Entity typeother
Related Parties
1- filerCIK 0001937564
Filing Metadata
- Form type
- 4
- Filed
- Jul 20, 8:00 PM ET
- Accepted
- Jul 21, 8:38 PM ET
- Size
- 10.9 KB