Form 4 for PARA Banzai International, Inc.
Accepted 2023-12-18 00:00:00 ET · period of report 2023-12-14 · accession 0000905148-23-001656 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-12-18 | 2023-12-14 | PARA | Ward Mason | Dir, 10%, See Remarks | A - Grant | — | +25.2K | 25.2K | New | — |
| DMI | 2023-12-18 | 2023-12-14 | PARA | Ward Mason | Dir, 10%, See Remarks | A - Grant | — | +2.40M | 2.40M | New | — |
| D | 2023-12-18 | 2023-12-14 | PARA | Ward Mason | Dir, 10%, See Remarks | A - Grant | $0.00 | +353.2K | 353.2K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-12-14 | A | A | 25,170 | — | 25,170 | D See Footnote | — | — | (F3) 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) 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 pursuant to the terms and subject to the conditions set forth in the Merger Agreement. (F4) Shares held directly by ALCO Investment Company ("ALCO"). Mason Ward is the Chief Financial Officer of ALCO and a member of the investment committee, in such capacity, may be deemed to have investment control over the shares held by ALCO. Mason Ward disclaims beneficial ownership over the securities held by ALCO except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that Mason Ward is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
| 2 | Common | Class A Common Stock | 2023-12-14 | A | A | 1,571,261 | — | 1,571,261 | I See Footnote | — | — | (F3) 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) 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 pursuant to the terms and subject to the conditions set forth in the Merger Agreement. (F4) Shares held directly by ALCO Investment Company ("ALCO"). Mason Ward is the Chief Financial Officer of ALCO and a member of the investment committee, in such capacity, may be deemed to have investment control over the shares held by ALCO. Mason Ward disclaims beneficial ownership over the securities held by ALCO except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that Mason Ward is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose. |
| 3 | Common | Class A Common Stock | 2023-12-14 | A | A | 825,000 | — | 2,396,261 | I | — | — | (F5) At the Closing, ALCO received these shares of Class A Common Stock in connection with 7GC & Co. Holdings LLC's forfeiture of the same amount of Class B common stock of the Issuer pursuant to share purchase agreements with 7GC & Co. Holdings LLC. |
| 4 | Derivative | Warrant (Right to Buy) | 2023-12-14 | A | A | 353,248 | $0.00 | 353,248 | D | $11.50 · — to — | 353,248 Class A Common Stock | (F6) These warrants become exercisable 30 days after the Closing and will expire five years from the date of Closing. |