Form 4 for BZAI Blaize Holdings, Inc.
Accepted 2025-01-15 00:00:00 ET · period of report 2025-01-13 · accession 0000950170-25-005989 · 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 | 2025-01-15 | 2025-01-13 | BZAI | Bess Lane | Dir | A - Grant | — | +47.3K | 47.3K | New | — |
| DMI | 2025-01-15 | 2025-01-13 | BZAI | Bess Lane | Dir | A - Grant | — | +12.10M | 442.6K | New | — |
| DM | 2025-01-15 | 2025-01-13 | BZAI | Bess Lane | Dir | A - Grant | — | +372.6K | 187.4K | New | — |
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 | Common Stock | 2025-01-13 | A | A | 47,341 | — | 47,341 | D By Bess Ventures and Advisory, LLC | — | — | (F1) Represents Earn-Out Shares, each of which represents a contingent right to receive one share of Common Stock if the trading price of the Issuer's Common Stock exceeds certain thresholds for 20 of 30 consecutive trading days post-closing of the Issuer's business combination. (F3) The reporting person is the managing member and owner of Bess Ventures and Advisory, LLC and therefore may be deemed to share beneficial ownership over such shares. |
| 2 | Common | Common Stock | 2025-01-13 | A | A | 11,653,976 | — | 11,653,976 | I By Destin Huang Irrevocable Trust | — | — | (F2) Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of December 22, 2023 and amended on April 22, 2024, October 24, 2024 and November 21, 2024 (the "Merger Agreement"), by and between the Issuer (formerly BurTech Acquisition Corp.), BurTech Merger Sub Inc., Blaize, Inc. ("Legacy Blaize") and for the limited purposes set forth therein, Burkhan Capital LLC. Includes 1,207,193 Earn-Out Shares. Also includes 1,500,000 shares of Common Stock that BurTech LP LLC is obligated to deliver to Bess Ventures and Advisory, LLC pursuant to two promissory notes. (F5) Represents securities held by the Coral Gables Trust Company, as Trustee of the Destin Huang Irrevocable Trust Dated October 19, 2021 (the "Trust"). The reporting person is the Investment Fiduciary of the Trust and therefore may be deemed to share beneficial ownership over such shares. |
| 3 | Common | Common Stock | 2025-01-13 | A | A | 442,587 | — | 442,587 | I | — | — | (F4) Represents securities received as part of the Merger Agreement. Includes 52,619 Earn-Out Shares. |
| 4 | Derivative | Stock Option | 2025-01-13 | A | A | 185,234 | — | 185,234 | D | $1.18 · — to 2034-10-23 | 185,234 Common Stock | (F6) Represents securities received as part of the Merger Agreement, pursuant to which securities of Legacy Blaize were automatically converted into the right to receive stock options of the Issuer as set forth in the Merger Agreement. (F7) The stock option is fully vested and exercisable. |
| 5 | Derivative | Stock Option | 2025-01-13 | A | A | 187,379 | — | 187,379 | D | $1.18 · — to 2034-10-23 | 187,379 Common Stock | (F6) Represents securities received as part of the Merger Agreement, pursuant to which securities of Legacy Blaize were automatically converted into the right to receive stock options of the Issuer as set forth in the Merger Agreement. (F8) The stock option vests as to one third of the underlying shares on December 1, 2025 and thereafter in 24 equal monthly installments. |