Banzai International (BNZI) Form 4 Banzai International / Thomas D Hennessy ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hennessy Thomas D

(Last) (First) (Middle)

C/O 7GC & CO. HOLDINGS LLC

388 MARKET STREET, SUITE 1300

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Banzai International, Inc. [ BNZI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/14/2023		M(1)(2)(6)		4,428,499	A	(6)	4,428,499	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(4)	12/14/2023		D(1)(2)(4)	V		396,501	(7)	(7)	Class A Common Stock	396,501	$0(4)	5,253,499	I	See Footnote(3)
Class B Common Stock	(5)	12/14/2023		D(1)(2)(5)	V		825,000	(7)	(7)	Class A Common Stock	825,000	$0(5)	4,428,499	I	See Footnote(3)
Class B Common Stock	(6)	12/14/2023		M(1)(2)(6)			4,428,499	(7)	(7)	Class A Common Stock	4,428,499	$0(6)	0	I	See Footnote(3)
Warrant (Right to Buy)	$11.5	12/14/2023		A(8)		7,350,000		(8)	(8)	Class A Common Stock	7,350,000	$0	7,350,000	I	See Footnote(3)
Warrant (Right to Buy)	$11.5	12/14/2023		D(8)	V		7,350,000	(8)	(8)	Class A Common Stock	7,350,000	$0	0	I	See Footnote(3)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 8, 2022 (as amended, the "Merger Agreement"), by and among 7GC & Co. Holdings Inc., a Delaware corporation (the "Issuer"), Banzai International, Inc., a Delaware corporation ("Banzai"), 7GC Merger Sub I, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Issuer ("First Merger Sub"), and 7GC Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer ("Second Merger Sub"), on December 14, 2023 (the "Closing"), (i) First Merger Sub merged with and into Banzai (the "First Merger"), with Banzai surviving the First Merger as an indirect wholly owned subsidiary of the Issuer (the "Surviving Corporation"), and, (Continued in following footnote)

2. (Continued from prior footnote) (ii) immediately following the First Merger, the Surviving Corporation merged with and into Second Merger Sub (the "Second Merger"), with the Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of the Issuer. At the Closing, the Issuer was renamed to Banzai International, Inc.

3. Represents securities held by 7GC & Co. Holdings LLC (the "Sponsor"). The Reporting Person is a managing member of one of the managing members of the Sponsor. As such, the Reporting Person has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by the Sponsor and disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest the Reporting Person may have therein, directly or indirectly.

4. At the Closing, these shares of Class B common stock of the Issuer ("Class B Common Stock") were forfeited by the Sponsor to the Issuer for no consideration pursuant to the terms of the non-redemption agreements entered into by the Sponsor, the Issuer, and certain unaffiliated third parties in June 2023.

5. At the Closing, these shares of Class B Common Stock were forfeited by the Reporting Person pursuant to share purchase agreements with ALCO Investment Company.

6. At the Closing, these shares of Class B Common Stock were automatically converted into the shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.

7. The shares of Class B Common Stock were automatically convertible into shares of Class A Common Stock at the time of the Issuer's initial business combination and had no expiration date.

8. These warrants became exercisable 30 days after the Closing and were surrendered, cancelled and retired at the Closing.

	/s/ Thomas D. Hennessy	12/18/2023
	** Signature of Reporting Person	Date
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